Common use of Prepayments Clause in Contracts

Prepayments. (a) The Borrower may at any time and from time to time prepay any Borrowing in 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 owing pursuant to Section 2.16. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13.

Prepayments. (a) The Borrower Company may prepay the Base Rate Loans upon not less than one (1) Business Days' prior notice to the Agent (which shall promptly notify the Banks), which notice shall specify the prepayment date (which shall be a Business Day) and the amount of the prepayment (which shall be at any time least $500,000 or the remaining aggregate principal balance outstanding on the Notes, if less) and from time shall be irrevocable and effective only upon receipt by the Agent, provided that interest on the principal prepaid, accrued to time the prepayment date, shall be paid on the prepayment date. The Company may prepay any Borrowing Eurodollar Loans on the same condition as for Base Rate Loans and in whole or in part, without premium or penalty, addition such prepayments of Eurodollar Loans shall be subject to prior notice the terms of Section 5.05 and shall be in accordance with paragraph (e) an amount equal to all of this Section 2.11; provided, that if a the Eurodollar Loan is prepaid on any day other than the last day of Loans for the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.16prepaid. (b) Except for Overadvances permitted under If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.52.03(b), in the event and on such occasion that outstanding aggregate principal amount of the total Revolving Loans plus the LC Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing BaseAggregate Maximum Credit Amounts, the Borrower Company shall (i) pay or prepay the Revolving Loans, LC Exposure and/or Swingline Loans 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 such prepayment and (ii) if any excess remains after prepaying all of the Loans, pay to the Agent on behalf of the Banks an amount equal to the excess, to be held as cash collateral as provided in Section 2.10 hereof. (c) In Upon any redetermination of the event amount of the Borrowing Base in accordance with Section 2.08, if the redetermined Borrowing Base is less than the aggregate outstanding principal amount of the Loans plus the LC Exposure ("Borrowing Base Deficiency"), then the Company shall within forty-five (45) days of receipt of written notice thereof: (i) prepay the Loans (or reduce the LC Exposure) in an aggregate principal amount equal to such Borrowing Base Deficiency together with interest on the principal amount paid accrued to the date of such prepayment and on each occasion that any Net Cash Proceeds are received by or (ii) if a Borrowing Base Deficiency remains after prepaying all of the Loans because of LC Exposure, pay to the Agent 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 Banks 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 remaining Borrowing Base Deficiency to be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans held as set forth cash collateral as provided in Section 2.11(d)2.10(b) hereof. (d) 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.[reserved] (e) The Borrower Prepayments permitted or required under this Section 2.07 shall notify the Administrative Agent (and, in the case of be without premium or penalty except as required under Section 5.05 for prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any Eurodollar Loans. 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment made may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 reborrowed subject to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13then effective Aggregate Commitments.

Prepayments. (a) The Borrower may If the Revolving Facility Outstanding Amount shall at any time and exceed the Borrowing Base, the Co-Borrowers shall immediately prepay the Revolving Advances in an amount equal to such excess, without notice or demand by the Bank. The Co-Borrowers from time to time may voluntarily prepay any Borrowing the Note in whole or in part. In the event of either mandatory prepayment or voluntary prepayment hereunder (i) any prepayment of the Revolving Facility shall be applied against outstanding Advances of the Bank, without premium or penalty(ii) each prepayment of the Note shall be made to the Bank not later than 2:00 p.m. Local Time, subject on a Business Day, and funds received after that hour shall be deemed to prior notice have been received by the Bank on the next following Business Day, (iii) each partial prepayment of Fundings which, at the time of such prepayment, bear interest at a Eurodollar Rate shall be accompanied by accrued interest on such partial prepayment through the date of prepayment and additional compensation calculated in accordance with paragraph Section 2.18, (eiv) each partial prepayment of this Section 2.11; providedFundings with respect to the Revolving Facility which, that if at the time of such prepayment, bear interest at a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable theretoRate, the Borrower shall also pay any amounts owing pursuant to Section 2.16. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans be in an aggregate amount equal to such excess. (c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of applicable minimum Funding amount specified in Section 2.4 for the Borrower or any Guarantor in respect Revolving Facility and, after application of any Prepayment Eventsuch prepayment, shall not result in a Eurodollar Funding remaining outstanding in an amount less than such minimum Funding amount, and (v) each partial prepayment of Fundings with respect to the Borrower shallRevolving Facility which, five Business Days after at the time of such Net Cash Proceeds are received by the Borrower or any Guarantorprepayment, prepay the Obligations as set forth in Section 2.11(d) below bear interest at a Floating Rate, shall be in an aggregate amount equal to 100% $2,000,000 or a higher integral multiple of such Net Cash Proceeds; provided$1,000,000, however, if on any date unless (in either case) the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other than proceeds from aggregate outstanding balance of the Note under the Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at being prepaid is less than the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 Agentminimum Funding amount, in its Permitted Discretion. Prepayments of which event 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if in such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13lesser amount.

Prepayments. (a) The Borrower may may, upon notice to Agent, at any time and or from time to time voluntarily prepay any Borrowing the Term Loan, Revolving Loans, or Canadian Dollar Loans in whole or in part, part without premium or penalty; provided that such notice must be received by Agent not later than 11:00 a.m. (i) three Business Days prior to any date of prepayment of Eurodollar Rate Loans denominated in U.S. Dollars and (ii) four Business Days prior to any date of prepayment of Eurodollar Rate Loans denominated in Canadian Dollars. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, subject if Eurodollar Rate Loans are to prior be prepaid, the Interest Period(s) of such Loans. 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 Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of Lenders 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 owing pursuant to Section 2.16their respective Applicable Percentages. (b) Except If for Overadvances permitted under Section 2.5any reason the Total Revolving Loan Outstandings at any time exceed the Aggregate Revolving Loan Commitments then in effect, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall immediately prepay Revolving Loans and/or Cash Collateralize the Revolving Loans, LC Exposure and/or Swingline Loans L/C Obligations in an aggregate amount equal to such excess; provided, however, that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05 unless after the prepayment in full of the Revolving Loans the Total Revolving Loan Outstandings exceed the Aggregate Revolving Loan Commitments then in effect. (c) In Until such time as the event and Funded Debt Leverage Ratio is less than 2.0 -to- 1.0, on or before October 1st of each occasion that any Net Cash Proceeds are received by or on behalf year, beginning in 2010, Borrower shall prepay to Agent, for the ratable account of the Borrower or any Guarantor in respect of any Prepayment EventLenders, 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% twenty-five percent (25%) of such Net Free Cash ProceedsFlow for the immediately preceding fiscal year; provided, however, if on any date the financial statements delivered by 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 Collateralpursuant to Section 6.01(a) and the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(a) evidence the Borrower’s satisfaction of the financial covenants set forth and contained in Section 6.12 through the fiscal year ending May 31, then2009, unless a Reinvestment Notice the prepayment required under this Section 2.05(c) shall be delivered in respect thereof within the lesser of (i) twenty-five Business Days after receipt (25%) percent of such proceeds, such Net Free Cash Proceeds shall be applied at Flow for the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d)immediately preceding fiscal year or (ii) $1,500,000.00. (d) All such amounts pursuant to prepayments under this Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) 2.05 shall be applied, first applied to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay installments due under 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 Term Loan in the case inverse order 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 2.16their maturity. (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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13.

Prepayments. (a) The Borrower may at any time and from time shall have the right to time prepay any Borrowing the Loans, in whole or in part, without premium or penalty, subject part (except as otherwise specifically provided herein) provided: (i) written notice of such prepayment (a “Prepayment Notice”) is given to prior notice Administrative Agent in accordance with paragraph (e) the provisions of Section 10.18 of this Section 2.11Agreement at least thirty (30) but not more than ninety (90) days prior to the date to be fixed therein for prepayment; provided, that and (ii) such prepayment is accompanied by the Make-Whole Breakage Amount (if the principal being repaid is a Eurodollar Loan LIBOR Amount and is prepaid on any day other than being repaid prior to the last day expiration of the related Interest Period applicable theretoPeriod), all accrued but unpaid interest on the amount prepaid, including interest which has accrued at the Default Rate, and other sums that may be payable hereunder to the date so fixed. Any such prepayment shall be without penalty unless, and then only to the extent that, the Borrower shall also pay any amounts owing pursuant to Section 2.16. (b) Except for Overadvances permitted under Section 2.5, in Make-Whole Breakage Amount is due. In the event that any Make-Whole Breakage Amount is due, Administrative Agent shall deliver to Borrower a statement (a “Breakage Fee Notice”) setting forth the amount and on determination of the Make-Whole Breakage Amount within ten (10) Business Days of receipt of Borrower’s Prepayment Notice. Borrower agrees that (i) Administrative Agent and Lenders shall not be obligated to actually reinvest the amount prepaid, and (ii) the Make-Whole Breakage Amount is directly related to the damages that Lenders will suffer as a result of the prepayment of any LIBOR Amount. In addition to the Make-Whole Breakage Amount and without waiving any prepayment condition, if, upon any such occasion that prepayment, the total Revolving Exposure exceeds aforesaid Prepayment Notice has not been timely received by Administrative Agent, and the prepayment is accepted by Administrative Agent, the Make-Whole Breakage Amount shall be increased by an amount equal to the lesser of (Ai) thirty (30) days’ unearned interest computed at the aggregate Revolving Commitments Base Rate on the amount prepaid, or (Bii) unearned interest computed on the Borrowing Baseamount prepaid for the period from, and including, the Borrower shall prepay date of prepayment through the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excessapplicable Interest Period. (ciii) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf the Make-Whole Breakage Amount is construed to be interest under the laws of the State of Texas in any circumstance, the payment thereof shall not be required to the extent that the amount thereof, together with other interest payable under the Loan Documents, exceeds the Maximum Rate, and if such payment has been made at the time it is determined that such excess exists, Lenders shall, at Administrative Agent’s option, either return such excess to Borrower or credit such excess against the principal balance of the Notes then outstanding, in which event any Guarantor in respect and all penalties of any Prepayment Event, the Borrower shall, five Business Days after kind under applicable law as a result 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 excess interest shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d)inapplicable. (div) All such amounts pursuant to Section 2.11(c) (Except as to any insurance or condemnation proceedsotherwise specifically provided in the Loan Agreement and Security Instrument, the Make-Whole Breakage Amount shall be due, to the extent they arise permitted by applicable law, under any and all circumstances where all or any portion of a LIBOR Amount is paid prior to the expiration of the applicable Interest Period for such LIBOR Amount, whether such prepayment is voluntary or involuntary, even if such prepayment results from casualties or losses to cash or Inventory) Administrative Agent’s exercise of its rights upon Borrower’s default and acceleration of the Maturity Date (irrespective of whether foreclosure proceedings have been commenced), and shall be appliedin addition to any other sums due under the Loan Documents. (v) As used herein, 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 EventMake-Whole Breakage Amount” 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 prepayment or (ii) in the case of prepayment of means an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments calculated as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13.follows:

Prepayments. (a) The Any Borrower may may, upon at least three Business Days’ notice to the Agent, prepay any ABR Borrowing or Eurocurrency Borrowing in whole at any time and or from time to time prepay any in part in amounts at least equal to the Borrowing in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, Minimum that if a Eurodollar Loan is prepaid on any day other than the last day are multiples of the Interest Period applicable theretoBorrowing Multiple, together with accrued interest thereon to the Borrower shall also pay any amounts owing pursuant to Section 2.16date of prepayment. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf the aggregate amount of the Borrower or any Guarantor in respect Revolving Credit Exposures exceeds 105% of any Prepayment Eventthe aggregate amount of the Commitments, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, Borrowers shall promptly prepay the Obligations as set forth in Section 2.11(d) below Borrowings in an aggregate amount equal to 100the amount in excess of such aggregate amount of the Commitments. The Agent shall promptly notify (a) the Company in the event it determines that any prepayment is required under this paragraph and (b) each Lender of such Lender’s ratable share (if any) of such prepayment. If, on any Reset Date, the aggregate Revolving Credit Exposures shall exceed 105% of the aggregate amount of the Commitments, then the Borrowers shall prepay Borrowings in an aggregate amount equal to the amount in excess of such Net Cash Proceeds; provided, however, if on any date aggregate amount of the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds Commitments not later than the next Business Day following receipt by the Company of a notification from any Asset Sale or Recovery Event the Agent of the amount payable hereunder. (c) If prepayment of a Eurocurrency Loan occurs 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward an applicable Interest Period, then the prepayment will be subject to compensation in respect to redeployment costs as provided in Section 2.13. Each prepayment under this Section 2.11 shall be applied to prepay ratably the Loans of the Loans as set forth several Lenders included in Section 2.11(d)such prepaid Borrowings. (d) 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 Upon receipt 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating pursuant to a Revolving Borrowingparagraph (a), the Administrative Agent shall advise the Lenders promptly notify each Lender of the contents thereof. Each partial thereof and of such Lender’s ratable share (if any) of such prepayment of any Revolving Borrowing and such notice shall not thereafter 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 revocable by accrued interest to the extent required by Section 2.13such Borrower.

Prepayments. (a) The Borrower may at shall provide the Agent with prior written notice in conformity with the Required Notice Period in the form of Exhibit IX hereto (a “Prepayment Notice”) of any time and from time to time prepay any Borrowing proposed prepayment in whole or in partpart of any Advances Outstanding. The Borrower shall only deliver a Prepayment Notice if Collections are available in an amount sufficient to make the proposed prepayment of Advances Outstanding plus any related accrued and unpaid Interest and Broken Funding Costs. Such Prepayment Notice shall designate (i) the date (the “Proposed Prepayment Date”) upon which any such prepayment shall occur (which date shall give effect to the applicable Required Notice Period and need not be a Settlement Date), without premium (ii) the amount of the Advances Outstanding to be prepaid, and (iii) to which Loan or penaltyLoans such prepayment shall apply (in the absence of direction from the Borrower as to which Loans shall be prepaid such prepayment shall be applied as the Agent shall determine in its reasonable discretion) (the “Aggregate Prepayment”). Only one (1) Prepayment Notice shall be outstanding at any time. The Borrower shall pay any Broken Funding Costs and accrued and unpaid Interest on the portion of the Aggregate Loan Amount which has been prepaid on the Proposed Prepayment Date, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, however, that unpaid accrued Interest on such prepaid amount shall only be paid on such date if a Eurodollar Loan is prepaid so requested by the Agent, on any day other than the last day behalf of the Lender, in its sole discretion, otherwise such Interest Period applicable thereto, shall be payable on the Borrower shall also pay any amounts owing pursuant to Section 2.16next occurring Settlement Date. (b) Except for Overadvances permitted under Section 2.5, in If on any day the event and on such occasion that the total Revolving Credit Exposure exceeds the lesser of amount obtained by subtracting the Required Reserve from the Net Pool Balance (A) the aggregate Revolving Commitments or (B) the such an event, a “Borrowing BaseBase Deficiency”), the Borrower, upon notice from Lender or Agent of such Borrowing Base Deficiency or upon the knowledge of an Authorized Officer of the Borrower thereof, shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans make a prepayment in an aggregate amount equal to such excess. (c) In Borrowing Base Deficiency to be applied first, to the event ratable reduction of the Aggregate Loan Amount and second, to Cash-Collateralize the LC Obligations. The Borrower shall also make payment of any Broken Funding Costs and accrued and unpaid Interest on each occasion the portion of the Aggregate Loan Amount which has been prepaid, provided, however, that any Net Cash Proceeds are received unpaid accrued Interest on such prepaid amount shall only be paid on such date if so requested by or the Agent, 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 AgentLender, 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 sole discretion, otherwise such Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16payable on the next occurring Settlement Date. (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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13.

Prepayments. 6.1 No prepayment shall be permitted unless such a prepayment is made at the instructions of the Lender in writing upon the receipt from the Borrower of a notice in writing at least 15 (afifteen) Banking Days prior to the date of the proposed prepayment (which notice shall specify the date, time and place at which any part or full prepayment of the amount of Facility shall be made) on such terms and conditions as may be stipulated by the Lender. 6.2 All sums prepaid will be applied towards reduction of the Facility Amount outstanding. The Borrower may shall be responsible for compensating the Lender for any funding, breakage or other costs (“Prepayment Costs”) incurred as a result of any partial or full prepayment of the Facility outstanding, for any reason, including but not limited to, such prepayment being made at the request of the Borrower or as a result of the occurrence of an Event of Default (as hereinafter referred to) or any time default by the Borrower in complying with the terms and from time conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to time prepay any Borrowing at the end of each Interest Period the applicable Drawdown(s) in whole full, or in part, part without premium or penalty, subject to prior notice any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in accordance with paragraph (e) the event of this Section 2.11; provided, that if a Eurodollar Loan is prepaid on any day other than the last day failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period applicable theretoat the end of an Interest Period, the Borrower shall also pay any amounts owing pursuant to Section 2.16. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall mandatorily prepay the Revolving Loans, LC Exposure and/or Swingline Loans applicable Drawdown in an aggregate amount equal to such excess. (c) 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 full without 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 such proceeds, such Net Cash Proceeds shall be applied Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 2.16Borrower. (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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13.

Prepayments. (a) The Borrower may at any time and from time Subject to time prepay any Borrowing in whole or in partSection 9.04(b), 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 theretoapplicable, the Borrower shall also pay any amounts owing pursuant may (i) following notice given to Section 2.16. the Agent by the Borrower not later than 11:00 A.M. (bNew York City time) Except for Overadvances permitted under Section 2.5on the proposed date of prepayment, in such notice specifying the event proposed date and on aggregate principal amount of the prepayment, and if such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Basenotice is given, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf outstanding principal amounts of the Base Rate 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 (ii) following notice given to the Agent by the Borrower or any Guarantor in respect not later than 11:00 A.M. (London time) three Business Days prior to the proposed date of any Prepayment Eventprepayment, such notice specifying the proposed date and aggregate principal amount of the prepayment, and if such notice is given, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, shall 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment outstanding principal amounts of the Loans as set forth Eurodollar Rate Advances comprising a Borrowing in Section 2.11(d). (d) All such amounts pursuant whole or ratably in part, together with accrued interest 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 such prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and on the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount not less than $1,000,000. (b) If on any date the Agent notifies the Company that the aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment all outstanding Revolving Credit Obligations exceeds the Total Commitment, the Borrower shall on such date prepay an aggregate principal amount of a Revolving Borrowing shall be applied Advances ratably to the Revolving Loans included Banks in an amount equal to, or, at the prepaid Borrowing. Prepayments shall be accompanied by option of the Borrower, greater than such excess, with accrued interest to the extent required by date of such prepayment on the principal amount prepaid. The Borrower may determine which Borrowing such prepayment shall be allocated to, and any such prepayment of Eurodollar Rate Advances shall be subject to the provision of Section 2.139.04(b). (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under clause (a) above if such prepayment would have resulted from a refinancing of the facilities hereunder, which refinancing shall not be consummated or shall otherwise be delayed.

Prepayments. (ai) The Borrower may shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, part without premium or penalty, (but subject to prior notice Section 2.10 and except as provided in accordance with this Section). (ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (ea) (A) on or prior to the No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments. (iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Section 2.11; provided, Agreement such that if a Eurodollar Loan the Weighted Average Yield on such Tranche B II Term Loans is prepaid on any day other less than the last day Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to the first anniversary of the Interest Period Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (iv) In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B III Term Loans is less than the Weighted Average Yield applicable theretoto such Tranche B III Term Loans on the Third Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2012 shall be accompanied by a prepayment fee equal to 1.00% of the Borrower aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (v) In the event that all or any portion of the Tranche B 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2019 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall also pay be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vi) In the event that all or any amounts owing pursuant portion of the Tranche B 2016 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2016 Term Loans is less than the Weighted Average Yield applicable to Section 2.16such Tranche B 2016 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vii) In the event that all or any portion of the Tranche B-II 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2019 Term Loans on the Fifth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) When the aggregate Revolving Commitments or (B) the Borrowing Baseamount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate the amount equal of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender elections not to accept such excessprepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a Subsidiary of the Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and the amount of Excess Proceeds shall be reset to zero. Notwithstanding the foregoing, any Excess Proceeds required to be applied to Loans pursuant to this Section 2.05(b) shall be applied ratably among the Loans and, to the extent required by the terms of any Permitted First Lien Indebtedness or Permitted First Lien Refinancing Indebtedness, the principal amount of such Permitted First Lien Indebtedness and Permitted First Lien Refinancing Indebtedness then outstanding, and the prepayment of the Loans required pursuant to this Section 2.05(b) shall be reduced accordingly. (c) In the event and on each occasion that Not fewer than 30 days prior to any Net Cash Proceeds are received by payment or on behalf prepayment of any principal amount of the Borrower or any Guarantor in respect of any Prepayment EventLoan Proceeds Note , 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 thereof and shall, on the date of such payment or prepayment, subject to paragraph (ande) below, in prepay the case Loans at a price equal to the principal amount of the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such payment or prepayment of a Swingline Loanthe Loan Proceeds Note, the Swingline Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and (ii) the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below. (d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at the expiration of such 30 Business Day period, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the principal amount of the Loans prepaid to such Lender. (e) With respect to any proposed mandatory prepayment of the Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be paid to the Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (e), such Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof. (f) The Borrower (or Level 3 on its behalf) shall notify the Administrative Agent by telephone (confirmed by facsimiletelecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 1:00 p.m., Chicago New York City time, three two Business Days before the date of prepayment or (ii) in such lesser period as may be acceptable to the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepaymentAdministrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; provided thatprepaid and, if in the case of a notice of prepayment is given in connection with mandatory prepayment, a conditional notice of termination reasonably detailed calculation of the Commitments as contemplated by Section 2.9amount of such prepayment and, then in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such notice of prepayment may shall be revoked if such notice of termination is revoked in accordance with Section 2.9applied. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of 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 2.132.07. If any prepayment pursuant to this Section is made by the Borrower other than on the last day of the Interest Period applicable to any prepaid Eurodollar Loans, the Borrower shall also pay to each Lender (other than any Declining Lender) on the date of such prepayment any amount owing to such Lender pursuant to Section 2.10. Prepayments of Loans (x) pursuant to paragraph (a) of this Section shall be applied between the Classes of Loans as directed by the Borrower (and, in the case of a prepayment of Tranche B 2016 Term Loans, shall be applied to reduce the subsequent scheduled repayments of Tranche B 2016 Term Loans to be made pursuant to Section 2.04(a) as directed by the Borrower) and (y) pursuant to paragraph (b), (c) or (d) of this Section shall be applied ratably between the Classes of Loans (and, in the case of a prepayment of Tranche B 2016 Term Loans, shall be applied to reduce the subsequent scheduled repayments of Tranche B 2016 Term Loans to be made pursuant to Section 2.04(a) on a pro rata basis (in accordance with the principal amounts of such scheduled repayments)) (it being understood that, with respect to any Subsidiary Loan Party that has not guaranteed or granted Liens on, security interests in or pledges of its assets to secure the Tranche B Term Obligations, the Tranche B II Term Obligations, the Tranche B III Term Obligations, the Tranche B 2019 Term Obligations, the Xxxxxxx X 0000 Xxxx Obligations, the Tranche B-II 2019 Term Obligations or the Obligations in respect of any other Class of Loans, nothing herein shall prohibit or limit the application of proceeds realized from the exercise of remedies under any Security Document in respect of such Subsidiary Loan Party solely to the Obligations in respect of the Tranche A Term Loans owed to the Tranche A Term Lenders and the Obligations in respect of any other Class of Loans owed to the Lenders of such Class to the extent such Class of Loans is guaranteed by, or secured by Liens on, security interests in or pledges of the applicable assets of, such Subsidiary Loan Party pursuant to the applicable Security Document).

Prepayments. (a) The Borrower may may, upon at any time and from time least five (5) Business Days' notice to time the Bank, prepay any Borrowing the Note in whole or in part, part with accrued interest to the date of such prepayment on the amount prepaid without penalty or premium or penalty, (but subject to prior notice payment of break-funding costs, if any, of the Bank in accordance with paragraph (e) the case of this Section 2.11; a prepayment on a day other than the last day of an Interest Period), provided, that each partial prepayment shall be in a principal amount of not less than Fifty Thousand Dollars ($50,000.00) and the Borrower pays to the Bank any and all other fees and charges then due hereunder and under the other Loan Documents in connection with such prepayment. All partial prepayments shall be applied to principal in the inverse order of maturity. Without limiting the foregoing, if a Eurodollar Loan the Note is prepaid on any day other than the last day of the an Interest Period applicable thereto, the Borrower shall also pay to the Bank any amounts owing pursuant to Section 2.16. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion loss or expense that the total Revolving Exposure exceeds the lesser Bank may sustain or incur as a consequence of (Ai) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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 a default by the Borrower or in making 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, Note after the Borrower has given a notice thereof to the extent they arise from casualties Bank in accordance with the provision of this Agreement or losses to cash or Inventory(ii) shall be applied, first to prepay the making of any Protective Advances and Overadvances prepayment (irrespective of the timing of any notice) on a day 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 an Interest Period applicable thereto with respect thereto. Any such loss and/or expense shall be accompanied by include any amounts owing pursuant amount equal to Section 2.16. the excess, if any, of (ea) The Borrower shall notify the Administrative Agent (and, in amount of interest that would have accrued on the case of prepayment of amount so prepaid for 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 period from the date of such prepayment or to the last day of such Interest Period at the applicable rate of interest for such Note, excluding the applicable LIBOR Margin, over (iib) the amount of interest (as reasonably determined by the Bank) that would have accrued to the Bank on such amount by placing such amount on deposit for a comparable period with leading banks in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before London interbank market. A statement as to any amount payable pursuant to this Section 2.04 submitted to the date of prepayment. Each such notice Borrower by the Bank shall be irrevocable and conclusive in the absence of manifest error. This provision shall specify survive the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given payment in connection with a conditional notice of termination full of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13Note.

Prepayments. (a) The Borrower may may, upon at any time least one Business Day’s notice delivered by 1:00 p.m. (Dallas, Texas time) to the Exit Loan Agent stating the proposed date and from time to time prepay any Borrowing in 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 aggregate principal amount of the Interest Period applicable theretoprepayment, the Borrower shall also pay any amounts owing pursuant to Section 2.16. (b) Except for Overadvances permitted under Section 2.5, in the event and on if such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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 Eventnotice is given, 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 outstanding aggregate principal amount equal of the Advances comprising the Exit Loan, together with accrued interest to 100% the date of such Net Cash Proceedsprepayment on the aggregate principal amount prepaid; 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 250,000 or an integral multiple of $50,000 in excess thereof; provided further, however, that the Exit Loan may not be prepaid in part under any circumstances before one hundred eighty (180) days after the Effective Date (the “Prepayment Date”) without payment by the Borrower of the Prepayment Fee. If the Exit Loan is prepaid prior to the Prepayment Date, then the Borrower shall pay to the Exit Loan Agent for account of the Lenders a whole multiple thereof. Each prepayment fee equal to the interest which would have been earned on the Exit Loan from the date of such prepayment of the Exit Loan to the Prepayment Date had the Exit Loan not been prepaid (the “Prepayment Fee”). The Prepayment Fee shall be incurred in the event of any prepayment of the Exit Loan prior to the Prepayment Date for any reason, including, without limitation, the acceleration of the maturity of the Exit Loan after a Revolving Borrowing default. The Prepayment Fee, if incurred under the terms set forth herein, may be paid to the Exit Loan Agent for account of the Lenders at any time on or before the Maturity Date. After the Prepayment Date, Borrower may prepay the Exit Loan, in whole or in part, without penalty, and interest shall immediately cease upon any principal so prepaid. All partial prepayments shall be applied ratably first to accrued interest and the balance to the remaining principal. (b) Upon the occurrence of a Prepayment Event, the Borrower shall pay the Net Cash Proceeds of such event towards the outstanding balance of any advances made under the terms of the Revolving Loans included in Line of Credit, with the prepaid Borrowingremaining balance of such Net Cash Proceeds to be paid to the Exit Loan Agent as a prepayment of the outstanding principal of the Exit Loan. Prepayments All prepayments under this clause (b) shall be accompanied by made together with accrued and unpaid interest to the extent required by Section 2.13date of such prepayment on the principal amount prepaid.

Prepayments. (a) The Each Borrower may may, upon notice to the Agent, (i) before 10:00 a.m. (New York City time) for Base Rate Advances on the date of prepayment and (ii) upon at any time least two Business Days’ notice to the Agent for Eurodollar Rate Advances, stating the proposed date and from time to time aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, prepay any the outstanding principal amount of the Revolving Credit Advances comprising part of the same Revolving Credit Borrowing in whole or ratably in part, without premium or penaltytogether with accrued interest to the date of such prepayment on the principal amount prepaid and amounts, subject if any, required 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 owing be paid pursuant to Section 2.16. (b8.4(c) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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% a result of such Net Cash Proceedsprepayment; 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the provided that each prepayment of the Loans as set forth in Section 2.11(d). (d) All such amounts pursuant to this Section 2.11(c2.5(a) (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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 5,000,000 or a whole an integral multiple of $1,000,000 in excess thereof. Each prepayment . (b) Additionally, if at any date the sum of a the aggregate amount of all Revolving Borrowing shall be applied Credit Advances owed to any Bank by any Borrower plus the aggregate amount of all Letter, of Credit Liabilities held by such Bank for all Letters of Credit issued at the request of such Borrower exceeds such Bank’s Revolving Credit Commitment for such Borrower at such date, such Borrower shall, on such date, ratably to repay the Revolving Loans included Credit Advances owed by such Borrower in a principal amount necessary so that (after giving effect to such repayment) the prepaid Borrowing. Prepayments sum, for each Bank, of the aggregate amount of all Revolving Credit Advances owed to such Bank by such Borrower plus the aggregate amount of all Letter of Credit Liabilities held by such Bank’for all Letters of Credit issued at the request of such Borrower does not exceed such Bank’s Revolving Credit Commitment for such Borrower at such date. (c) At the time of each payment pursuant to Section 2.5(b) by a Borrower, such Borrower shall be accompanied by also pay accrued interest to the date of such payment on the principal amount paid and amounts, if any, required to be paid pursuant to Section 8.4(c) as a result of such payment. To the extent that any amount would be required hereunder to be applied to Revolving Credit Advances owed by Section 2.13any Borrower but for the fact that no Revolving Credit Advances to such Borrower remain outstanding, such Borrower will cause such amount first, to be paid on any outstanding unreimbursed drawings under Letters of Credit issued at the request of such Borrower and, second to be deposited in an XX Xxxx Collateral Account in respect of such Borrower. (d) All amounts received by the Agent pursuant to any Security Document shall be applied first, to reimburse the Agent for all costs, fees, expenses and other amounts to the extent provided in such Security Document, second, to ratably pay the principal of and interest of the Revolving Credit Advances and unpaid drawings under Letters of Credit, third to ratably pay all other Obligations, and fourth to be deposited in one or more XX Xxxx Collateral Accounts to the extent any Letters of Credit are outstanding.

Prepayments. (ai) The Borrower may at any time and from time to time prepay any Borrowing No prepayment of the Loan shall be allowed in whole or in part, without premium on or penalty, subject prior to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar Loan is prepaid on any day the Lockout Expiration Date other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing principal payments required pursuant to Section 2.16. (b) Except for Overadvances permitted under Section 2.52.3. Thereafter, the Loan may be prepaid, in whole, but not in part, upon not less than sixty (60) days’ irrevocable prior notice to Lender. Any prepayments on the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf principal balance 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 Loan evidenced by the Borrower Note whether voluntary or any Guarantorinvoluntary, prepay shall be accompanied by payment of interest accrued to the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal date of prepayment, together with the applicable Prepayment Premium. Any prepayments made pursuant to 100% of such Net Cash Proceeds; the foregoing shall be made on a Payment Date, provided, however, if Borrower may elect to make any such prepayments 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 which is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agenta Payment Date if, 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 addition 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 all interest which has accrued to and including the date of prepayment or (ii) in and the case of prepayment of an ABR Revolving BorrowingPrepayment Premium, Borrower also pays all interest which would accrue on the Loan to, but not later than 2:00 p.m.including, Chicago time, one Business Day before the Payment Date following the date of prepayment. Each Amounts prepaid shall not be re-borrowed. (ii) If, following an Event of Default, payment of all or any part of the Loan is tendered by Borrower or otherwise recovered by Lender, such notice tender or recovery shall be irrevocable deemed a voluntary prepayment by Borrower in violation of the prohibition against prepayment set forth in Section 2.4(C)(i) and Borrower shall specify pay to Lender, in addition to the other Obligations, the Prepayment Premium. If the Maturity Date is accelerated, due to an Event of Default or otherwise, or if any prepayment date and of all or any portion of the principal amount of each Borrowing or portion thereof to be prepaid; provided thatLoan hereunder occurs, if a notice of prepayment is given whether in connection with a conditional notice of termination Lender’s acceleration of the Commitments as contemplated Loan or otherwise, or if the Mortgage is satisfied or released by Section 2.9foreclosure (whether by power of sale or judicial proceeding), deed in lieu of foreclosure or by any other means, then such notice the Prepayment Premium shall become immediately due and owing and Borrower shall immediately pay the Prepayment Premium to Lender. Nothing contained in this Section 2.4(C)(iii) shall create any right of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13prepayment.

Prepayments. (ai) The Borrower Debtor may at any time and from time to time prepay any Borrowing in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph all (ebut not less than all) of this Section 2.11any outstanding Engine Note by payment of 100% of the outstanding Principal Amount of such Engine Note and accrued interest thereon to the date of such prepayment plus the Prepayment Fee, together with all other amounts due hereunder and under the Engine Notes and the other Documents; provided, -------- that if a Eurodollar Loan is prepaid Debtor will provided Secured Party at least 30 days' prior irrevocable written notice of any such prepayment (which notice shall specify the date of prepayment and the principal, interest and Prepayment Fee to be paid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.16such date). (bii) Except for Overadvances permitted If an Event of Loss with respect to any Engine shall occur, then on the date on which Debtor is required to make payment of the amounts specified in Article 9 hereof, Debtor shall pay to Secured Party a portion of the outstanding Principal Amount equal to the product obtained by multiplying (i) the aggregate outstanding principal amount of the Engine Notes by (ii) a fraction (x) the numerator of which is the Engine Original Amount with respect to the Engine that suffered the Event of Loss and (y) the denominator of which is an amount equal to (1) the Aggregate Original Amount less (2) the Engine Original Amount with respect to any Engine that has previously suffered an Event of Loss and accrued interest thereon to the date of such prepayment plus the Prepayment Fee, together with all other amounts due hereunder and under Section 2.5such Engine Note. (iii) Debtor shall pay, with respect to each Engine Note, the principal amount of such Engine Note on the dates and in the event and on amounts set forth in Annex A to such occasion that the total Revolving Exposure exceeds the lesser of Engine Note. (iv) As used herein, "Prepayment Fee" means either, (A) with respect to any prepayment of all or a portion of the aggregate Revolving Commitments Engine Notes due solely to an Event of Loss with respect to an Engine, an amount equal to the Event of Loss Prepayment Fee or (B) with respect to any other prepayment of all or a portion of the Borrowing BaseEngine Notes, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 2% of the case then outstanding Principal Amount of the Engine Notes to be prepaid if such prepayment occurs on or prior to the First anniversary of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment Closing Date or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination 1% of the Commitments as contemplated by Section 2.9, then such notice outstanding Principal Amount of prepayment may be revoked the Engine Note if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of prepayment occurs at any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13time thereafter.

Prepayments. The Authority shall not accept, nor permit the Trustee to accept a Prepayment from the Borrower, unless a Coverage Requirement Certificate is provided to the Trustee which, in addition to containing the requirements of Section 6.16 of the Loan Agreement also shows that the proceeds of such prepayment received by the Authority shall be in an amount not less than the aggregate of (i) the 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) The Borrower may at any time and from time to time prepay any Borrowing in 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 owing pursuant to Section 2.16. (b) Except for Overadvances permitted under of Section 2.57.9 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 event and on purchase or redemption of such occasion that Bonds, less the total Revolving Exposure exceeds the lesser sum of (A) the aggregate Revolving Commitments amount of 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 in accordance with the terms and provisions of this Indenture, as determined by the Authority, and (B) the Borrowing Baseamount 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 Borrower Trustee shall prepay notify S&P, if S&P is then rating the Revolving LoansBonds, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13Prepayment.

Prepayments. (a1) The Borrower Company may at any time and from time to time prepay any Borrowing Prime Rate Loans in whole or in partpart at any time, without premium or penalty, subject it being acknowledged and agreed that LIBO Rate Loans may not be voluntarily prepaid prior 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 their applicable Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.16Periods. (b2) Except If, as of any date and for Overadvances permitted under Section 2.5any reason, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) amount of all Loans outstanding exceed the Borrowing BaseCash Advance Sublimit, the Borrower Company shall prepay the Revolving Loans, LC Exposure and/or Swingline immediately repay Loans in an aggregate amount equal to such excess. (c3) In If, as of any date and for any reason, the event aggregate amount of all Loans and on each occasion that any Net Cash Proceeds are received by or on behalf Outstanding Letters of Credit and L/C Drawings exceeds the lesser of the Borrower Revolving Facility Credit Limit or any Guarantor in respect of any Prepayment Eventthe Borrowing Base, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, Company shall immediately prepay the Obligations as set forth in Section 2.11(d) below Loans 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceedsexcess and, to the extent they arise from casualties or losses that outstanding Loans are less than such excess amount, deliver to the Agent cash or Inventorycollateral in an amount not less than such differential to be held in a non-interest bearing account as collateral (and the Company hereby grants to the Agent a first priority security interest in such cash collateral) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay for 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 2.16remaining Obligations. (e4) If, as of any date and for any reason, the 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 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 the Company hereby grants to the Agent a first priority security interest in such cash collateral) for the remaining Obligations. (5) The Borrower Company shall notify the Administrative Agent (and, pay in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of connection with any prepayment hereunder (i) in the case of all interest accrued but unpaid on Loans to which such prepayment of a Eurodollar Revolving Borrowingis applied, not later than 2:00 p.m., Chicago time, three Business Days before the date of and all prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided thatpremiums, if a notice of any, on LIBO Rate Loans to which such prepayment is given in connection applied, concurrently with a conditional notice of termination of payment to the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt Agent of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13amounts.

Prepayments. (a) The applicable Borrower may at any time and from time to time voluntarily prepay any Borrowing Committed Loans in 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 Minimum Amount after delivering an irrevocable Requisite Notice not later than the last day Requisite Time for prepayments. The Administrative Agent will promptly notify each Lender thereof and of such Lender's Pro Rata Share of such prepayment. Each prepayment by a Borrower must be made ratably to all outstanding Committed Loans of such Borrower borrowed on the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.16same day. (b) Except If for Overadvances permitted under Section 2.5, in any reason either (i) the event and on such occasion that the total Revolving Exposure exceeds the lesser sum of (A) the aggregate Revolving Commitments or LC Exposure of all Lenders, (B) the Borrowing Baseaggregate principal amount of all Dollar Loans made by all Lenders, (C) the Borrower Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by all Lenders and (D) the aggregate principal amount of all Competitive Loans made by all Lenders, exceeds the combined Commitments in effect at any time or (ii) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by the Lenders exceeds the Foreign Currency Limit, then upon written request of the Administrative Agent the Company shall immediately prepay the Revolving Loans, LC Exposure and/or Swingline or cause one or more Foreign Borrowers to immediately prepay Committed Loans in an aggregate amount equal sufficient to cure such excessoverage. (c) In Any prepayment of an IBOR Loan shall be accompanied by all accrued interest thereon, together with 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 costs 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d)3.05. (d) All such amounts pursuant to Section 2.11(cCompetitive Loans may not be prepaid unless (i) (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 expressly so provided in the Revolving Commitment and, Competitive Bid Request and Competitive Bid for such Competitive Loan or (ii) otherwise agreed by the Company and the Lender making such Competitive Loan after the occurrence and during the continuance of a Default or Event of Default, notice 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 Company may from time to time elect to prepay pursuant to the Guaranty all or part of any Foreign Currency Loan of a Foreign Borrower and such prepayment by the Company shall notify the Administrative Agent (and, be made 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable manner and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 subject to the Revolving Loans included in terms that a prepayment would be made by the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13Foreign Borrower under this Agreement.

Prepayments. (a) The Borrower may may, upon at any time least two Business Days’ notice to the Administrative Agent, stating the proposed date and from time to time aggregate principal amount of the prepayment, prepay any Borrowing the outstanding principal amounts of the Term Loans in whole or ratably in part, without premium or penalty, subject together with accrued interest 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 owing pursuant to Section 2.16. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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% date of such Net Cash Proceedsprepayment on the principal amount prepaid; 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount not less than $1,000,000 or any integral multiple of $500,000 or a whole multiple 100,000 in excess thereof. Each The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure of the Borrower to make such prepayment on the date and in the amount specified in any such notice, including, without limitation, any loss, cost or expense incurred by reason of a Revolving Borrowing shall be applied ratably the liquidation or reemployment of deposits or other funds of such Lender, or the termination of swaps or other hedging arrangements with respect to the Revolving Loans included in interest rate risks associated with respect to the prepaid Borrowing. Prepayments shall funds acquired by such Lender to fund its Term Loan, or otherwise. (b) Each prepayment, whether voluntary, by reason of acceleration or otherwise, will be accompanied by the amount of accrued interest on the amount prepaid, and a prepayment fee (a “Prepayment Fee”) calculated by the Administrative Agent (which shall be conclusive absent manifest error). The Prepayment Fee with respect to any such prepayment shall be equal to the extent required present value of the difference, if positive, between (i) the sum of the interest payments that would have accrued through the Maturity Date on the principal amount of the Term Loan being prepaid at the Fixed Rate, as if the prepayment had not been made, less (ii) the sum of the interest payments that would have accrued through the Maturity Date on the principal amount of the Term Loan being prepaid at a fixed interest rate equal to the Reinvestment Rate, as if the prepayment had not been made. For purposes of the calculation of the Prepayment Fee, "Reinvestment Rate" means with respect to the principal amount of the Term Loan being prepaid on any date, the Swap Rate on the date the Prepayment Fee is calculated by Section 2.13the Administrative Agent for a term corresponding to the period of time remaining to the Maturity Date, interpolated, if necessary, and "Swap Rate" means, as of any date, the offered U.S. Dollar interest rate swap rate for a fixed rate payer determined by the Administrative Agent on such date by reference to the Bloomberg service or such other similar data source then used by the Administrative Agent for determining such rate.

Prepayments. The Authority shall not accept, nor permit the Trustee to accept a Prepayment from the Borrower, unless a Coverage Requirement Certificate is provided to the Trustee which, in addition to containing the requirements of Section 6.16 of the Loan Agreement also shows that the proceeds of such prepayment received by the Authority shall be in an amount not less than the aggregate of (i) the 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) The Borrower may at any time and from time to time prepay any Borrowing in 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 owing pursuant to Section 2.16. (b) Except for Overadvances permitted under of Section 2.57.9 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 event and on purchase or redemption of such occasion that Bonds, less the total Revolving Exposure exceeds the lesser sum of (A) the aggregate Revolving Commitments amount of applicable moneys available for withdrawal from the Series A Bonds Debt Service Reserve Fund and the Series A Bonds Debt Service Fund with respect to the application to the purchase or redemption of the Series A Bonds, and the Series B Bonds Debt Service Reserve Fund and the Series B Bonds Debt Service Fund with respect to the application to the purchase or redemption of the Series B in accordance with the terms and provisions of this Indenture, as determined by the Authority, and (B) the Borrowing Baseamount of any other legally available funds of the Authority transferred or directed by the Authority to be transferred to the Series A Bonds Redemption Fund or the Series B Bonds Redemption Fund, as may be appropriate, in connection with such purchase or redemption. If a prepayment is thus accepted, the Borrower Trustee shall prepay notify S&P, if S&P is then rating the Revolving LoansSeries A Bonds, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13Prepayment.

Prepayments. (a) The Borrower may (1) upon same day’s notice to the Administrative Agent, prepay any ABR Borrowing and (2) upon at least three Euro-Dollar Business Days’ notice to the Administrative Agent, prepay any Euro-Dollar Borrowing, in whole at any time and time, or from time to time prepay in part in amounts aggregating $25,000,000 or any Borrowing in whole or in partlarger multiple of $5,000,000, without premium or penalty, subject by paying the principal amount to prior be prepaid together with accrued interest thereon to the date of prepayment. Upon receipt of a notice in accordance with paragraph (e) of prepayment pursuant to this Section 2.11; provided2.10(a), that if a Eurodollar Loan is prepaid on any day other than the last day Administrative Agent shall promptly notify each Bank of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.16contents thereof and of such Bank’s ratable share of such prepayment. (b) Except for Overadvances permitted under Section 2.5Upon receipt by Parent or any of its Subsidiaries, in on or after the event and on such occasion that the total Revolving Exposure exceeds the lesser Closing Date, of (A) the aggregate Revolving Commitments Net Cash Proceeds arising from any Debt Issuance, Equity Issuance, Asset Sale or (B) the Borrowing BaseRecovery Event, the Borrower shall promptly (and in any event within two Domestic Business Days) notify the Administrative Agent thereof and within three Domestic Business Days of such receipt, prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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. Upon receipt of such notice from the Borrower, howeverthe Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank’s ratable share of such prepayment. (c) On or as soon as reasonably practicable (and in no event more than three Domestic Business Days) following the Closing Date, if on any date the Borrower or any Subsidiary Guarantor shall receive notify the Administrative Agent thereof and prepay the Loans in an amount equal to 100% of the Net Cash Proceeds arising from any Debt Issuance, Equity Issuance, Asset Sale or Recovery Event other than proceeds from Revolving Facility Priority Collateralof the Company or any of its Subsidiaries on or after the Effective Date, then, unless a Reinvestment Notice shall be delivered but prior to the Closing Date less the aggregate amount of reductions in respect thereof within five Business Days after the Aggregate Commitments made pursuant to Section 2.08 prior to the Closing Date following the receipt by the Company or any of its Subsidiaries of such Net Cash Proceeds. Upon receipt of such proceedsnotice from the Borrower, such Net Cash Proceeds the Administrative Agent shall be applied at promptly notify each Bank of the end contents thereof and of such five-Business Day period toward the prepayment Bank’s ratable share of the Loans as set forth in Section 2.11(d)such prepayment. (d) All such amounts pursuant to Section 2.11(c) (as Prior to any insurance prepayment of Loans under this Section 2.10, the Borrower shall specify the Borrowing or condemnation proceedsBorrowings to be prepaid (or, to if no such specification shall have been provided, the extent they arise from casualties or losses to cash or Inventory) Administrative Agent shall be applied, apply such prepayment first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, ABR Loans and second to prepay Euro-Dollar Loans, in direct order of next succeeding interest payment date thereafter). (e) Each prepayment under this Section 2.10 shall (i) be paid together with accrued interest thereon to the Revolving Loans date of prepayment and (including Swingline Loansii) without be applied on a corresponding reduction ratable basis to each Bank in the Revolving Commitment and, after the occurrence and during the continuance accordance with its Applicable Percentage. In connection with any such prepayment 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” Euro-Dollar Borrowing on any day a date other than the last day of an Interest Period, the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16. (e) The Borrower shall notify reimburse the Administrative Agent (and, Banks for funding losses as provided 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13.

Prepayments. (ai) The Borrower may shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, part without premium or penalty, (but subject to prior notice Section 2.10 and except as provided in accordance with this Section). (ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (ea) (A) on or prior to the No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments. (iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Section 2.11; provided, Agreement such that if a Eurodollar Loan the Weighted Average Yield on such Tranche B II Term Loans is prepaid on any day other less than the last day Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to the first anniversary of the Interest Period applicable thereto, Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the Borrower shall also pay any amounts owing pursuant aggregate principal amount of such prepayment or the aggregate principal amount subject to Section 2.16such repricing or refinancing. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) When the aggregate Revolving Commitments or (B) the Borrowing Baseamount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate the amount equal of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender elections not to accept such excessprepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a Subsidiary of the Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and the amount of Excess Proceeds shall be reset to zero. (c) In the event and on each occasion that Not fewer than 30 days prior to any Net Cash Proceeds are received by payment or on behalf prepayment of any principal amount of the Borrower or any Guarantor in respect of any Prepayment EventLoan Proceeds Note , 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 thereof and shall, on the date of such payment or prepayment, subject to paragraph (ande) below, in prepay the case Loans at a price equal to the principal amount of the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such payment or prepayment of a Swingline Loanthe Loan Proceeds Note, the Swingline Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and (ii) the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below. (d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at the expiration of such 30 Business Day period, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the principal amount of the Loans prepaid to such Lender. (e) With respect to any proposed mandatory prepayment of the Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be paid to the Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (e), such Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof. (f) The Borrower (or Level 3 on its behalf) shall notify the Administrative Agent by telephone (confirmed by facsimiletelecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 1:00 p.m., Chicago New York City time, three two Business Days before the date of prepayment or (ii) in such lesser period as may be acceptable to the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepaymentAdministrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; provided thatprepaid and, if in the case of a notice of prepayment is given in connection with mandatory prepayment, a conditional notice of termination reasonably detailed calculation of the Commitments as contemplated by Section 2.9amount of such prepayment and, then in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such notice of prepayment may shall be revoked if such notice of termination is revoked in accordance with Section 2.9applied. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of 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 2.13.2.07. If any prepayment pursuant to this Section is made by the Borrower other than on the last day of the Interest Period applicable to any prepaid Eurodollar Loans, the Borrower shall also pay to each Lender (other than any Declining Lender) on the date of such prepayment any amount owing to such Lender pursuant to

Prepayments. (a) The Issuer shall prepay the Issuer Loan Obligation solely to the extent that Borrower shall prepay the Borrower Loan, and the Borrower may at any time and from time to time prepay any Borrowing the Borrower Loan in whole or in part, without premium on any date, in advance of the required Payments set forth in Section 4.10 hereof, by paying the outstanding principal amount of the Loan (or penaltythe portion thereof being prepaid), subject accrued interest to prior notice in accordance with paragraph (e) of the prepayment date, and any outstanding and unpaid Additional Payments due under this Section 2.11Loan Agreement; provided, however, that if a Eurodollar Loan is prepaid on after any day other than partial prepayment, the last day remaining outstanding principal amount of the Interest Period applicable theretoLoan shall not be less than $100,000. The Borrower shall provide the Lender written notice of any such prepayment at least 10 days in advance thereof. Upon any prepayment in part of the Borrower Loan, the prepayment shall be applied first to interest accrued thereon, and any outstanding and unpaid Additional Payments, and next to the principal component of the Borrower shall also pay any amounts owing pursuant to Section 2.16Loan, as applicable, in the inverse order of date due. (b) Except The Issuer shall prepay the Issuer Loan Obligation solely to the extent that Borrower shall prepay the Borrower Loan in whole or in part at any time from insurance or condemnation proceeds pursuant to Article IX hereof by paying some or all of the outstanding principal amount of the applicable Loan, accrued interest on the applicable Loan to the prepayment date, and any outstanding and unpaid Additional Payments due under this Loan Agreement. (c) The Issuer shall prepay the Issuer Loan Obligation solely to the extent that Borrower shall prepay the Borrower Loan, and Borrower shall prepay the Borrower Loan in full immediately upon demand therefor of the Lender to the Issuer after the occurrence of an Event of Default by paying the outstanding principal amount of the Loan, accrued interest to the prepayment date, and any outstanding and unpaid Additional Payments due under this Loan Agreement. (d) The Issuer shall prepay the Issuer Loan Obligation solely to the extent that Borrower shall prepay the Borrower Loan in full immediately and the Borrower shall prepay the Borrower Loan in full immediately upon demand of the Issuer after the occurrence of a Determination of Taxability by paying the outstanding principal amount of the Loan, interest at the Gross Up Rate to the date of prepayment as required by Section 4.01(b), and any outstanding and unpaid Additional Payments due under this Loan Agreement, plus an amount necessary to supplement the Prior Interest Payments to the Gross-Up Rate pursuant to Section 4.01(b). (e) On the Prepayment Date (as may be extended pursuant to Section 4.16 hereof), the Issuer shall, to the extent funds are received from the Borrower, prepay the Issuer Loan in full and the Borrower shall, on the Prepayment Date , prepay the Borrower Loan in full, together with all unpaid and accrued interest on the Loan to the Prepayment Date, any Additional Payments then due in accordance with this Loan Agreement and all other amounts payable in accordance with this Loan Agreement. Not later than 180 days prior to the Prepayment Date (as may be extended pursuant to Section 4.16 hereof), the Borrower may in writing request an extension of the Loan to a date up to and including November 1, 2045. The Lender shall, not later than 60 days following receipt of the Borrower’s written request for Overadvances permitted under Section 2.5an extension, in provide a written response to the event Borrower indicating whether such extension is approved and on the new Applicable Loan Rate, Prepayment Date, any applicable prepayment premiums and an amended Exhibit D. Any failure of the Lender to respond shall be construed as a denial of the request. If such occasion that new Applicable Loan Rate and Prepayment Date are not acceptable to the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing BaseBorrower, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) Loan on the Prepayment Date. In connection with the event and on each occasion that any Net Cash Proceeds are received by or on behalf extension of the Borrower or any Guarantor in respect of any Prepayment EventLoan, the Borrower shallshall cause to be delivered to the Issuer a notice of such extension and the new Applicable Loan Rate, five Business Days after Prepayment Date and amended Exhibit D, and to the Issuer and the Lender an opinion of Special Counsel that such Net Cash Proceeds are received by extension will not, in and of itself, adversely affect the exclusion of the interest on the Issuer Loan from the gross income of the recipients thereof for purposes of federal income taxation. The Lender, the Issuer and the Borrower or shall enter into an amendment to this Loan Agreement to reflect the terms of 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment extension of the Loans as set forth in Section 2.11(d). (d) All such amounts Loan pursuant to this Section. Notwithstanding the foregoing, any extension of the Prepayment Date pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, 4.16 hereof shall not be subject 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 conditions 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 this Section 2.164.08(e). (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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13.

Prepayments. (a) The Borrower may shall at any time and from time to time prepay time, prior to the Maturity Date, be permitted to repay all or any Borrowing in 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 the Obligations other than the last day Royalty upon at least [Redacted] days’ prior written notice to the Agent and payment of the Interest Period applicable theretofollowing prepayment penalty to the Agent (for distribution to the Lenders in their Applicable Percentage), which shall be due and payable at the Borrower shall also pay time of such prepayment: for any amounts owing pursuant to Section 2.16. prepayment made within the first [Redacted] of the Term (b) Except for Overadvances permitted under Section 2.5“[Redacted]”), in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans a prepayment penalty in an aggregate amount equal to such excess. (c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf [Redacted]% of the Borrower or amount prepaid (the “[Redacted] Prepayment Penalty”); and, for any Guarantor in respect prepayment made within [Redacted] after the end of any Prepayment Event[Redacted], 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 a prepayment penalty in an aggregate amount equal to 100% [Redacted]% of such Net Cash Proceeds; providedthe amount prepaid (the “[Redacted] Prepayment Penalty” and together with the [Redacted] Prepayment Penalty, howeverthe “Prepayment Penalties” and each a “Prepayment Penalty”). Notwithstanding anything to the contrary contained herein, and for greater certainty, prepayments, if and when made by the Borrower, shall not be applied toward any accrued and unpaid amounts on any date account of 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 CollateralRoyalty, then, unless a Reinvestment Notice the full amount of which shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 due 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked payable in accordance with Section 2.98 hereof irrespective of whether any or all Obligations are repaid (including prior to the Maturity Date). Promptly following receipt of Notwithstanding the forgoing, any such notice relating to a Revolving BorrowingPrepayment Penalties if and when made by the Borrower, the Administrative Agent shall advise the Lenders be offset from any accrued and unpaid amounts on account of 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 2.13Royalty.

Prepayments. (a) The Borrower may may, upon at any time least one Business Day's prior notice to the Agent stating the proposed date and from time to time aggregate principal amount of the prepayment, prepay any Borrowing the outstanding principal amount of the Loans in whole or ratably in part, without premium or penaltytogether with accrued interest to the date of such prepayment on the principal amount prepaid; PROVIDED, subject to prior notice in accordance with paragraph (e) of this Section 2.11; providedHOWEVER, 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 owing pursuant to Section 2.16. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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 such proceeds, such Net Cash Proceeds prepayment shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, first 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 Swing Loans outstanding, pro rata, and second then to prepay the Revolving Credit Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment outstanding; and, after the occurrence and during the continuance of a Default or Event of DefaultPROVIDED, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipmentFURTHER, 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of that each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount not less than $5,000,000 or integral multiples of $500,000 or a whole multiple 1,000,000 in excess thereof. Each prepayment Upon the giving of a Revolving Borrowing such notice of prepayment, the principal amount of the Loans specified to be prepaid shall be applied ratably become due and payable on the date specified for such prepayment. The notice requirement in this Section 2.6(a) shall not apply to any application of available funds pursuant to Section 2.6(c). (i) Upon receipt by the Borrower or any Subsidiary of the Borrower of Asset Sale Proceeds or EBWVA Sale Proceeds, the Borrower shall forthwith prepay, in an amount equal to such Asset Sale Proceeds or EBWVA Sale Proceeds, as the case may be, the Swing Loans outstanding, and if no Swing Loans are outstanding (determined after the foregoing application), the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by Credit Loans, together with accrued interest to the date of such prepayment. (ii) If, at any time, the sum of the aggregate principal amount of the outstanding Swing Loans, Revolving Credit Loans and Letter of Credit Obligations exceeds either the Commitments at such time or a Borrowing Base Deficiency exists, the Borrower shall forthwith prepay the Swing Loans then outstanding in an amount equal to such excess, together with accrued interest thereon, and if there are no Swing Loans outstanding or if such prepayment does not eliminate such excess, the Revolving Credit Loans then outstanding to the extent required necessary to eliminate such excess, together with accrued interest thereon, and if no Revolving Credit Loans are then outstanding, the Borrower shall forthwith cash collateralize such excess by paying to the Agent immediately available funds in the amount of such excess, which funds shall be held by the Agent as cash collateral on terms satisfactory to the Agent as long as and to the extent such excess exists. (c) The Borrower agrees that all available funds in the Cash Collateral Account shall be applied first to accrued and unpaid interest on the Loans to the extent then due and payable, next, PRO RATA, to the amount of the Swing Loans and any Reimbursement Obligations then outstanding, next to the outstanding principal amount of the Revolving Credit Loans and Loans deemed to be made by the Lenders pursuant to Section 2.132.16(m), and next to any other Obligations then due and payable, then on any Business Day that any funds are on deposit in the Cash Collateral Account and no Default or Event of Default has occurred, the Borrower may direct the Agent to disburse such funds to the Borrower's disbursement account. The Borrower shall utilize funds on deposit in the Cash Collateral Account that are available to it pursuant to the terms hereof prior to requesting Loans to be made hereunder.

Prepayments. (a) The Borrower may at Each Equipment Note of any time and from time to time prepay any Borrowing Series shall be prepaid in whole or in partpart by the Owner Trustee on a Rent Payment Date (or, without premium or penaltyin the circumstance provided in the last sentence of Section 10.3 of the Lease, subject to on a Determination Date) upon at least 25 days' prior notice from the Owner Trustee (or the Lessee on its behalf) to the Indenture Trustee in accordance with paragraph (e) of this Section 2.11; provided, the event that if a Eurodollar Loan the Lease as applicable to any Unit or Units related to such Equipment Note is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing terminated pursuant to Section 2.1610 thereof, at a price equal to the sum of (i) as to principal thereof, an amount equal to the product obtained by multiplying the unpaid principal amount of such Equipment Note as at the date of such prepayment (after deducting therefrom the principal installment, if any, due on or prior to the date of such prepayment) 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 the date of such prepayment, (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above on the date of such payment (after giving effect to the application of any Basic Rent paid on or prior to the date of such prepayment) and (iii) a premium in an amount equal to the Make- Whole Amount, if any, applicable in respect of the principal amount to be prepaid pursuant to clause (i) above on the date of such prepayment. (b) Except for Overadvances permitted under Each Equipment Note of any Series shall be prepaid in whole or in part by the Owner Trustee on a Rent Payment Date upon at least 25 days' prior notice from the Owner Trustee (or the Lessee on its behalf) to the Indenture Trustee in connection with the occurrence of an Event of Loss or the deemed occurrence of an Event of Loss pursuant to Section 2.59.1 of the Lease with respect to any Unit or Units related to such Equipment Note if such Unit or Units are not replaced pursuant to Section 11.2(i) of the Lease, or in the event and Lessee shall be required to settle for 15 or more Units on a Determination Date pursuant to Section 11.2 of the Lease, such prepayment shall be made on such occasion that Determination Date, at a price equal to the total Revolving Exposure exceeds the lesser sum of (Ai) the aggregate Revolving Commitments or (B) the Borrowing Baseas to principal thereof, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to the product obtained by multiplying the aggregate unpaid principal amount of such excessEquipment 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 interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above to but not including the date of prepayment after giving effect to the application of any Basic Rent paid on or prior to the date of such prepayment, but without the payment of any Make-Whole Amount or other premium. (c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf Unless Lessee shall have elected pursuant to Section 6.9 of the Borrower Participation Agreement or any Guarantor Section 22.1 of the Lease to assume all of the rights and obligations of the Owner Trustee under this Indenture in respect of the Equipment Notes of any Prepayment EventSeries, the Borrower shall, five Business Days after each Equipment Note of such Net Cash Proceeds are received Series shall be prepaid in whole or in part by the Borrower Owner Trustee on the Determination Date specified by Lessee to Owner Trustee and Indenture Trustee in accordance with Section 6.9 of the Participation Agreement or Section 22.1 of the Lease, as the case may be, in the event that Lessee exercises a purchase option under Section 6.9 of the Participation Agreement or Section 22.1 of the Lease, as the case may be, with respect to any GuarantorUnit or Units related to such Equipment Note, prepay at a price equal to the Obligations sum of (i) as set forth in Section 2.11(d) below in to principal thereof, an aggregate amount equal to 100% the product obtained by multiplying the aggregate unpaid principal amount of such Net Cash Proceeds; providedEquipment Note as at the date of any prepayment under Section 6.9 of the Participation Agreement or Section 22.1 of the Lease, howeveras the case may be (after deducting therefrom the principal installment, if any, due 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 Collateralprepayment date) by a fraction, then, unless a Reinvestment Notice the numerator of which shall be delivered the Equipment Cost of such Unit or Units to be purchased 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 the date of such prepayment, (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect thereof within five Business Days after receipt of the principal amount to be prepaid pursuant to clause (i) above on the date of such proceeds, such Net Cash Proceeds shall be applied at prepayment after giving effect to the end application of any Basic Rent paid on or prior to the date of such fiveprepayment, and (iii) a premium in an amount equal to the aggregate Make-Business Day period toward the prepayment Whole Amount, if any, applicable in respect of the Loans as set forth in Section 2.11(d)principal amount to be prepaid pursuant to clause (i) above on the date of such payment. (d) All On the Refunding Date specified by the Lessee to the Indenture Trustee in accordance with Section 10.2(f) of the Participation Agreement, all Equipment Notes shall be prepaid in whole but not in part on such amounts Refunding Date, in the event of a refunding or refinancing pursuant to Section 2.11(c) (as 10.2 of the Participation Agreement, at a price in addition to any insurance or condemnation proceeds, other amounts due 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) holders of the definition of Equipment Notes under this Indenture equal to the term “Prepayment Event” on any day other than unpaid principal amount thereof together with accrued but unpaid interest thereon, plus, a premium in an amount equal to the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16Make-Whole Amount, if any. (e) The Borrower Indenture Trustee shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) give prompt notice of any prepayment hereunder (i) in of any Equipment Notes to all holders of the case of Equipment Notes as soon as the Indenture Trustee shall have knowledge that such prepayment of a Eurodollar Revolving Borrowingis expected to occur, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such which notice shall be irrevocable and shall specify the prepayment date and Equipment Note or Notes to be prepaid, the principal amount of each Borrowing such Equipment Note or portion thereof Notes to be prepaid; provided that, if a notice prepaid and the expected date of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing which date shall be in an aggregate principal amount not less than 25 days after the date 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 2.13such notice.

Prepayments. (a) The Any Borrower may may, upon at least three Business Days’ notice to the Agent, delivered no later than 12:00 noon, New York City time (or, if such payment relates to a Borrowing denominated in a Designated Foreign Currency, 11:00 a.m., London time), prepay any ABR Borrowing or Eurocurrency Borrowing in whole at any time and or from time to time prepay any in part in amounts at least equal to the Borrowing in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, Minimum that if a Eurodollar Loan is prepaid on any day other than the last day are multiples of the Interest Period applicable theretoBorrowing Multiple, together with accrued interest thereon to the Borrower shall also pay any amounts owing pursuant to Section 2.16date of prepayment. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf the aggregate amount of the Borrower or any Guarantor in respect Revolving Credit Exposures exceeds 105% of any Prepayment Eventthe aggregate amount of the Commitments, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, Borrowers shall promptly prepay the Obligations as set forth in Section 2.11(d) below Borrowings in an aggregate amount equal to 100% the amount in excess of such Net Cash Proceeds; providedaggregate amount of the Commitments, however, if together with accrued interest on the amount prepaid to the date of prepayment. The Agent shall promptly notify (i) the Company in the event it determines that any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event prepayment is required under this paragraph and (ii) each Lender of such Lender’s ratable share of such prepayment. (c) If prepayment of a Eurocurrency Loan occurs 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward an applicable Interest Period, then the prepayment will be subject to compensation in respect to redeployment costs as provided in Section 2.13. Each prepayment under this Section 2.11 shall be applied to prepay ratably the Loans of the Loans as set forth Lenders included in Section 2.11(d)such prepaid Borrowings. (d) 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 Upon receipt 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice pursuant to paragraph (a) of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowingthis Section, the Administrative Agent shall advise the Lenders promptly notify each Lender of the contents thereof. Each partial thereof and of such Lender’s ratable share of such prepayment of any Revolving Borrowing and such notice shall not thereafter be in an aggregate principal amount of $500,000 revocable by the Company 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 2.13relevant Borrower.

Prepayments. (a) The Borrower may shall have the right at any time and from time to time to prepay any Borrowing the Loans in whole or in part, without premium or penalty, part subject to prior notice in accordance with paragraph (e) the requirements of this Section 2.11without penalty or premium; provided, that (i) if the Borrower has entered into an agreement for a Eurodollar Loan is prepaid on Change of Control or the Borrower or any day other than Person otherwise has publicly announced its intention to consummate a transaction that would institute a Change of Control, in either case after the last day of the Interest Subject Period applicable thereto(as defined below), the Borrower may only prepay the Loans at a prepayment amount equal to the Fixed Early Prepayment Amount, plus accrued and unpaid interest to the date of prepayment, and (ii) if the Borrower optionally prepays any portion of the Loans pursuant to Section 2.3(a) during the period commencing on the Restatement Effective Date and ending on the first anniversary thereof (the "Subject Period"), the Borrower shall also pay any amounts owing pursuant to Section 2.16.the Agent, for the ratable benefit of the Lenders, an amount equal to the applicable Prepayment Premium Amount applicable to the amount so prepaid, which Prepayment Premium Amounts shall be due and payable on the respective dates of prepayment; provided, that: (bI) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay not be required to pay any such Prepayment Premium Amount unless the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal of all prepayments made during the Subject Period exceed $15,000,000 in total, in which case the Borrower shall be required to pay Prepayment Premium Amounts in accordance with the foregoing in respect of all prepayments of Loans made during the Subject Period (excluding the first $15,000,000 of such excess.prepayments made during the Subject Period); and (cII) In if, during the event Subject Period: (1) the Borrower shall have delivered to the Agent a term sheet, commitment letter or letter of intent describing the material terms of a proposed Specified Acquisition (the "Presented Terms"); (2) the Loan Obligations are either (x) prepaid in full in cash from the proceeds of any refinancing made by any financial institution other than CapitalSource Finance LLC and on each occasion that any Net Cash Proceeds are received by or on behalf is not an Affiliate of the Borrower (a "Third Party Financing Source") or (y) purchased in full by a Third Party Financing Source at par (plus accrued and unpaid interest, fees and other amounts then due and owing) (any Guarantor transaction of the type described in respect this clause (2) is referred to as a "Third Party Refinancing"); and (3) (x) such Third Party Refinancing occurred within sixty (60) days after the Agent shall have notified the Borrower in writing that the Required Lenders intend to withhold consent to a Specified Acquisition based on the Presented Terms and (y) prior to the occurrence of any Prepayment Eventsuch Third Party Refinancing, the Borrower shall, five Business Days after such Net Cash Proceeds are received by related Third Party Financing Source shall have consented in writing to the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% consummation of such Net Cash Proceeds; provided, however, if Specified Acquisition 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, terms substantially similar 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13.Presented Terms;

Prepayments. (ai) The Borrower may at any time and from time to time prepay any Borrowing No prepayment of the Loan shall be allowed in whole or in part, without premium on or penaltyprior to the Lockout Expiration Date. Thereafter, subject to the Loan may be prepaid, in whole, but not in part, upon not less than thirty (30) days' irrevocable prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar Loan is prepaid to Lender. Any prepayments on any day other than the last day principal balance of the Interest Period Loan evidenced by the Note whether voluntary or involuntary, shall be accompanied by payment of interest accrued to the date of prepayment, together with the applicable thereto, the Borrower shall also pay any amounts owing Prepayment Premium. Any prepayments made pursuant to Section 2.16. (b) Except for Overadvances permitted under Section 2.5, in the event and foregoing shall be made on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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; a Payment Date provided, however, if Borrower may elect to make any such prepayments 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 which is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agenta Payment Date if, 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 addition 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 all interest which has accrued to and including the date of prepayment or (ii) in and the case of prepayment of an ABR Revolving BorrowingPrepayment Premium, Borrower also pays all interest which would accrue on the Loan to, but not later than 2:00 p.m.including, Chicago time, one Business Day before the Payment Date following the date of prepayment. Each Notwithstanding any provision contained in this Agreement to the contrary, no Prepayment Premium will be due on account of a voluntary prepayment pursuant to this Section 2.4(C)(i) made on any Payment Date occurring during the twelve (12) month period prior to the scheduled Maturity Date. Amounts prepaid shall not be re-borrowed. (ii) In the event of (a) the payment of any principal of the Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default) or (b) the failure to borrow or prepay the Loan as specified in any notice delivered pursuant to this Agreement or the other Loan Documents, then, in any such notice event and, in addition to the payments to be made to Lender pursuant to Section 2.4(C)(i), Borrower agrees to compensate Lender for all losses, costs, expenses and damages, if any, Lender incurs attributable to such event. A certificate of Lender setting forth any amount or amounts that Lender is entitled to receive pursuant to this Section shall be irrevocable delivered to Borrower and shall specify be conclusive absent manifest error. Borrower shall pay Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof. (iii) If, following an Event of Default, payment of all or any part of the Loan is tendered by Borrower or otherwise recovered by Lender, such tender or recovery shall be deemed a voluntary prepayment date by Borrower in violation of the prohibition against prepayment set forth in Section 2.4(C)(i) and Borrower shall pay to Lender, in addition to the principal amount other Obligations, the Prepayment Premium. If the Maturity Date is accelerated, due to an Event of each Borrowing Default or otherwise, or if any prepayment of all or any portion thereof to be prepaid; provided thatof the Loan hereunder occurs, if a notice of prepayment is given whether in connection with a conditional notice of termination Lender's acceleration of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving BorrowingLoan or otherwise, the Administrative Agent Prepayment Premium shall advise become immediately due and owing and Borrower shall immediately pay the Lenders Prepayment Premium to Lender. Nothing contained in this Section 2.4(C)(iii) shall create any right of 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 2.13prepayment.

Prepayments. (ai) The Borrower may If for any reason the Total Floor Plan Outstandings at any time exceed the Aggregate Floor Plan Commitments then in effect, the Floor Plan Borrowers (jointly and severally) shall immediately prepay Floor Plan Loans and Swing Line Loans in an aggregate amount at least equal to such excess. (ii) If for any reason the outstanding principal amount of Swing Line Loans at any time shall exceed the Swing Line Sublimit then in effect, the Floor Plan Borrowers (jointly and severally) shall immediately prepay Swing Line Loans in an aggregate amount at least equal to such excess. (iii) If for any reason the outstanding principal amount of Floor Plan Loans and Swing Line Loans made to finance New Vehicles, Used Vehicles, Loaner Vehicles or Demonstrator Vehicles shall exceed the applicable sublimit set forth in the Vehicle Allocation Schedule, the Floor Plan Borrowers (jointly and severally) shall immediately prepay the Floor Plan Loans and Swing Line Loans in an aggregate amount at least equal to such excess; and if for any reason the outstanding principal amount of Floor Plan Loans and Swing Line Loans made to finance Fleet Vehicles shall exceed the applicable sublimit therefor determined by the Administrative Agent from time to time in its discretion, such Borrowers (jointly and severally) shall immediately prepay any Borrowing the Floor Plan Loans and Swing Line Loans in an aggregate amount at least equal to such excess. (iv) Prepayments of the Floor Plan Loans may be made, in 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 reimbursement of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.16. (b) Except for Overadvances permitted under Section 2.5, in the event Lenders’ breakage and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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 redeployment costs as more fully 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d)herein. (d) 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13.

Prepayments. (a) The Without premium or penalty, the Company or the Mexican Borrower may may, at any time and or from time to time time, by 11:00 a.m. (Chicago time) on the day of such prepayment in the case of Base Rate Loans, prepay any Borrowing Revolving Loans ratably among the Lenders in whole or in partpart in minimum Dollar Equivalent amounts of $1,000,000, without premium or penalty, subject to prior any Dollar Equivalent multiple of $100,000 in excess thereof. Such notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar Loan is prepaid on any day other than prepayment shall specify the last day of the Interest Period applicable theretoBorrower, the date and amount of such prepayment. Such notice shall not thereafter be revocable by the applicable Borrower, and the Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by a Borrower, such Borrower shall also pay any amounts owing pursuant 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 Section 2.16each such date on the amount prepaid. (b) Except for Overadvances permitted under Section 2.5, in If on any day the event and on such occasion Agent shall have determined that the total Revolving Exposure Dollar Equivalent Effective Amount of all Loans and L/C Obligations then outstanding exceeds the lesser combined Available Commitments of (A) the aggregate Revolving Commitments or (B) the Borrowing BaseLenders, then the Borrower shall prepay immediately, and without notice or demand, make prepayments of Loans such that, after giving effect to all such prepayments, the Revolving Loans, LC Exposure and/or Swingline Effective Amount of all Loans in an aggregate amount equal to such excessplus the Effective Amount of L/C Obligations does not exceed the combined Available Commitments. (c) In If on any date the event and Effective Amount of L/C Obligations exceeds the L/C Commitment, the Company shall Cash Collateralize on each occasion that any Net Cash Proceeds are received by or on behalf such date the outstanding Letters of Credit in an amount equal to the excess of the Borrower or maximum amount then available to be drawn under the Letters of Credit over the L/C Commitment. If on any Guarantor in respect of date after giving effect to any Prepayment EventCash Collateralization made on such date pursuant to the preceding sentence, the Borrower shallEffective Amount of all Revolving Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the combined Available Commitments, five Business Days after such Net Cash Proceeds are received by the Borrower Company shall immediately, and without notice or any Guarantordemand, prepay the Obligations as set forth outstanding principal amount of the Revolving Loans and L/C Advances by an amount equal to the applicable excess. (d) If on any day (a "Computation Date") the Canadian Revolving Lender or the Agent shall have determined that the Dollar Equivalent Effective Amount of all Canadian Revolving Loans then outstanding exceeds the Canadian Subsidiary Loan Sublimit by more than 2% of the Canadian Subsidiary Loan Sublimit due to a change in Section 2.11(dapplicable rates of exchange between Dollars and the Canadian Dollar, then the Canadian Revolving Lender may in its sole discretion require the Agent to, or the Agent in its own discretion may, give notice to the Canadian Borrower that a prepayment is required under this section, and Canadian Borrower agrees thereupon to immediately make a prepayment of Canadian Revolving Loans such that, after giving effect to all such prepayments, the Effective Amount of all Canadian Revolving Loans does not exceed the Canadian Subsidiary Loan Sublimit. (e) below On the Business Day of its receipt of the proceeds from the sale of any property of the Company or any Subsidiary, its receipt of any insurance or condemnation proceeds with respect to any property of the Company or any Subsidiary, or the receipt of the proceeds of any tax refund by the Company or any Subsidiary, the Company shall prepay the Revolving Loans in an aggregate amount equal to 100% of the Net Proceeds realized upon any such Net Cash Proceedsreceipt of proceeds; provided, however, if on any date that (i) no such prepayment shall be required with respect to sales of inventory in the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event ordinary course of the Company's and the Subsidiaries' business (other than bulk sales of inventory or sales of scrap or obsolete inventory), (ii) no such prepayment shall be required with respect to up to $1,500,000 in gross consideration after the Closing Date from sales of obsolete equipment and scrap inventory, (iii) the proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment collection of the Loans as set forth Signal Division receivables, the Signal Division sale escrow, and any other payments received by the Company or its Subsidiaries with respect to its sale of the Signal Division, in Section 2.11(d). (d) All such amounts each case pursuant to Section 2.11(cor in connection with that certain Stock Purchase Agreement dated as of February 23, 2001 among the Company, ABC-NACO Rail Systems Inc., Track Holding Inc. and Balfour Xxxxxx, Inc., shall result in required prepayments under this subsection in accordance with Schedule 2.07(e), (iv) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) Company shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans in the amount of $15,500,000 concurrently with the consummation of the Flow Sale, and (v) no prepayment shall be required with respect to proceeds of casualty insurance if the Company shall have notified the Agent within 30 days of the casualty that it intends to repair or rebuild the property subject to such casualty, the Company shall have provided the Agent within 90 days of the casualty with a detailed plan (including Swingline Loansactual contractor's bids and specifications) without a corresponding reduction for such repair or rebuilding, the Company or affected Subsidiary shall have in good faith proceeded and continue to proceed, diligently with such plan, the Company shall present all invoices for the expenses of such plan prior to making any payments with respect to such plan, and such repair or rebuilding shall have been substantially completed within 120 days of such casualty. Concurrently with each prepayment of the Revolving Commitment Loans pursuant to this Section 2.07(e), the Available Commitments shall be permanently reduced by the required amount of such prepayment and, after in addition, the occurrence and during Scheduled Commitment Reduction(s) next succeeding the continuance date of a Default or Event of Default, to cash collateralize outstanding LC Exposure. If such prepayment shall be reduced by the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipmentsuch prepayment; provided, fixtures and real property is not otherwise determinedhowever, that upon the consummation of the Flow Sale, the allocation and application of those proceeds Commitments shall be determined by reduced to $156,500,000 and no additional adjustment to the Administrative AgentScheduled Commitment Reductions shall be made concurrently with such sale at such time. Notwithstanding the foregoing, if, following the Closing Date, any additional payments are made to or on behalf of the Company or its Subsidiaries pursuant to the Flow Sale Agreement, the Company shall thereupon immediately prepay the Revolving Loans, and the Available Commitments shall be thereupon permanently reduced, in its Permitted Discretionamounts equal to such payments pursuant to this subsection as if the Company had received Net Proceeds from an asset sale in such amounts. Prepayments of any Eurodollar Loan in the case of any event described in clause (c) Each such prepayment and reduction of the definition of the term “Prepayment Event” on any day other than the last day of the Interest Period applicable thereto Available Commitments and Scheduled Commitment Reductions shall be accompanied by allocated ratably among the Revolving Lenders in accordance with their respective Pro Rata Shares. The Company shall use its best efforts to notify the Agent and each Revolving Lender of each transaction giving rise to any amounts owing pursuant to Section 2.16required prepayment hereunder as soon as practicable and in no event later than ten (10) Business Days before such transaction is consummated. (f) On the Business Day of its receipt by the Company or any Subsidiary of the proceeds from the sale or issuance of any equity securities (including, without limitation, the issuance of options, warrants or convertible securities, and the issuance of equity securities upon the exercise or conversion of any such options, warrants or convertible securities) or issuance or incurrence of Indebtedness for borrowed money, the Company shall prepay the Revolving Loans in an amount equal to 100% of the Net Proceeds realized upon such receipt of proceeds; provided, however, that (i) no such prepayment shall be required with respect to the issuance or incurrence of the ING Loan on the Closing Date, (ii) no such prepayment shall be required with respect to the issuance of Series C Preferred Stock pursuant to the Series C Preferred Agreement to the extent the proceeds of such issuance are used to repay in full the outstanding principal balance of the ING Loan on the date of such issuance, (iii) no such prepayment shall be required with respect to the issuance by the Company of stock options to the Company's management, or the exercise of such options, provided the aggregate Net Proceeds received by the Company and its Subsidiaries after the Closing Date with respect to such options does not exceed $1,000,000, no such prepayment shall be required with respect to any cashless exercise or cancellation of stock options, or with respect to any cashless conversion of Series B Preferred Stock, Series B-1 Preferred Stock, or Series C Preferred Stock in any case into common stock, (v) no such prepayment shall be required with respect to the issuance or incurrence of Indebtedness permitted under clause (d) or (e) The Borrower of Section 8.05 hereof, (vi) no such prepayment shall notify be required with respect to the Administrative Agent issuance of any warrants pursuant to the Warrant Documents, (vii) no such prepayment shall be required with respect to the issuance of Series B-1 Preferred Stock pursuant to the Series B Exchange Agreement and (viii) the Company shall prepay the Revolving Loans an amount equal to the greater of the Bancomer Prepayment Amount and 50% of the Net Proceeds of Bancomer Financing. Concurrently with each prepayment of the Revolving Loans pursuant to this Section 2.07(f), the Available Commitments shall be permanently reduced by the required amount of such prepayment and, in the case of prepayment of a Swingline Loanaddition, the Swingline LenderScheduled Commitment Reduction(s) 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 next succeeding the date of such prepayment or (ii) in shall be reduced by the case amount of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of such prepayment. Each such notice prepayment and reduction of the Available Commitments and Scheduled Commitment Reductions shall be irrevocable and shall specify allocated ratably among the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked Revolving Lenders in accordance with their respective Pro Rata Shares. The Company shall use its best efforts to notify the Agent and each Revolving Lender of each transaction giving rise to any required prepayment hereunder as soon as practicable and in no event later than ten (10) Business Days before such transaction is consummated. (g) On April 15, 2002 (or such earlier date on which the Company delivers pursuant to Section 2.9. Promptly following receipt of any such notice relating 7.01(a) its annual financial statements to a Revolving Borrowingthe Agent with respect to the Company fiscal year ending December 31, 2001), the Administrative Agent Company shall advise the Lenders of 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 prepay the Revolving Loans included in an amount equal to 70% of Excess Cash Flow for its fiscal year ended December 31, 2001. On the prepaid Borrowingforty-fifth (45th) calendar day immediately following the end of each of the Company's Fiscal Quarters ending on or after March 31, 2002 (or, with respect to any such Fiscal Quarters, such earlier date on which the Company delivers pursuant Section 7.01(b) its quarterly financial statements to the Agent with respect to such Fiscal Quarter), the Company shall prepay the Revolving Loans in an amount equal to 70% of Excess Cash Flow for such Fiscal Quarter ended. Prepayments Concurrently with each prepayment of the Revolving Loans pursuant to this Section 2.07(g), the Available Commitments shall be accompanied permanently reduced by accrued interest to the extent required amount of such prepayment and, in addition, the Scheduled Commitment Reduction(s) next succeeding the date of such prepayment shall be reduced by Section 2.13the amount of such prepayment. Each such prepayment and reduction of the Available Commitments and Scheduled Commitment Reductions shall be allocated ratably among the Revolving Lenders in accordance with their respective Pro Rata Shares.

Prepayments. (a) The Borrower may prepay the Base Rate Loans upon not less than one (1) Business Day's prior notice to the Lender, which notice shall specify the prepayment date (which shall be a Business Day) and the amount of the prepayment (which shall be at any time least $50,000 or the remaining principal balance outstanding on the Note) and from time shall be irrevocable and effective only upon receipt by the Lender, provided that interest on the principal prepaid, accrued to time the prepayment date, shall be paid on the prepayment date. The Borrower may not prepay any LIBOR Loans prior to the end of an Interest Period (provided that this sentence shall not affect the Borrower's obligation to prepay Loans pursuant to Sections 2.07(b) or (c) or Section 10.01 hereof). (b) If, after giving effect to any termination or reduction of the Commitment pursuant to Section 2.03(b), the outstanding aggregate principal amount of the Loans plus the LC Exposure exceeds the Commitment, the Borrower shall (i) prepay the Loans 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 such prepayment and (ii) if any excess remains after prepaying all of the Loans, pay to the Lender an amount equal to the excess to be held as cash collateral as provided in Section 2.10(b) hereof. (c) Upon any redetermination of the amount of the Borrowing Base in whole accordance with Section 2.08, if the redetermined Borrowing Base is less than the aggregate outstanding principal amount of the Loans plus the LC Exposure, then the Borrower shall within thirty (30) days of receipt of written notice thereof: (i) prepay the Loans in an aggregate principal amount equal to such excess, together with interest on the principal amount paid accrued to the date of such prepayment and (ii) if a Borrowing Base deficiency remains after prepaying all of the Loans because of LC Exposure, the Borrower shall pay to the Lender an amount equal to such Borrowing Base deficiency to be held as cash collateral as provided in Section 2.10(b) hereof. (d) Upon any reduction pursuant to Schedule I, if the Borrowing Base is less than the aggregate outstanding principal amount of the Loans plus the LC Exposure, then the Borrower shall on the date of such reduction prepay the Loans by the amount of such excess, together with interest thereon accrued to the date of such prepayment. (e) Prepayments permitted or in part, required under this Section 2.07 shall be without premium or penalty, except as required under Section 5.05 for prepayment of LIBOR Loans. Any prepayment made may be reborrowed 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 owing pursuant to Section 2.16then effective Commitment. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13.

Prepayments. (a) The Borrower Each of the Borrowers may at any time and from time to time prepay any Borrowing the Revolving Loans made to it and the Reimbursement Obligations in respect of Letters of Credit issued for its account, in whole or in part, subject to subsection 4.12, without premium or penalty, subject upon at least three Business Days’ irrevocable notice by the Borrower Representative to prior the Administrative Agent (in the case of Eurocurrency Loans), at least one Business Day’s irrevocable notice by the Borrower Representative to the Administrative Agent (in accordance with paragraph the case of (ex) ABR Loans other than Swing Line Loans and (y) Reimbursement Obligations) or same day irrevocable notice by the Borrower Representative to the Administrative Agent (in the case of Swing Line Loans). Such notice shall specify the identity of the prepaying Borrower, the date and amount of prepayment and whether the prepayment is (i) of this Section 2.11; providedTranche A Loans, that Tranche A-1 Loans or Swing Line Loans, or a combination thereof, and (ii) of Eurocurrency Loans, ABR Loans or a combination thereof and, in each case if a Eurodollar combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid on any day other than at the last day end of the Interest Period applicable thereto, ) any amounts payable pursuant to subsection 4.12 and accrued interest to such date on the amount prepaid. Partial prepayments of the Revolving Loans and the Reimbursement Obligations pursuant to this subsection shall (unless the Borrower shall also pay Representative otherwise directs) be applied, first, to payment of any amounts owing Agent Advances then outstanding, second, to the payment of the Swing Line Loans then outstanding, third, at the Borrower Representative’s option, to the payment of the Tranche A Loans then outstanding, fourth, to the payment of the Tranche A -1 Loans then outstanding, fifth to the payment of any Reimbursement Obligations then outstanding and, last, to cash collateralize any outstanding L/C Obligation on terms reasonably satisfactory to the Administrative Agent. Partial prepayments pursuant to Section 2.16this subsection 4.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety. (b) Except for Overadvances permitted under Section 2.5The Borrowers shall prepay all Swing Line Loans then outstanding simultaneously with each borrowing of Tranche A Loans. (i) On any day (other than during an Agent Advance Period) on which the Aggregate Outstanding Tranche A Credit exceeds the Tranche A Borrowing Base at such time (based on the Borrowing Base Certificate last delivered), in the event and Borrowers shall prepay on such occasion that day the total Revolving Exposure exceeds the lesser principal of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline outstanding Tranche A Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Tranche A Loans made to the Borrowers, the aggregate amount of the L/C Obligations exceeds the Tranche A Borrowing Base at such time (based on the Borrowing Base Certificate last delivered), the Borrowers shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to such L/C Obligations at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrowers to the Issuing Lenders and the Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent. (ii) Without duplication of, and after giving effect to, any mandatory prepayment required under subsection 4.4(c)(i) above, on any day (other than during an Agent Advance Period) on which the Aggregate Outstanding Tranche A-1 Credit exceeds the Tranche A-1 Borrowing Base at such time (based on the Borrowing Base Certificate last delivered), the Borrowers shall prepay on such day the principal of Tranche A-1 Credit Loans made to them in an amount equal to such excess. (ciii) In On any day on which the event and on each occasion that any Net Cash Proceeds are received by or on behalf of Aggregate Revolving Credit exceeds the Borrower or any Guarantor in respect of any Prepayment Eventaggregate Commitment at such time, the Borrower shall, five Business Days after Borrowers shall prepay on such Net Cash Proceeds are received by day first the Borrower or any Guarantor, prepay Agent Advances then outstanding and thereafter the Obligations as set forth in Section 2.11(d) below principal of Revolving Loans in an aggregate amount equal to 100% such excess. All prepayments 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 such proceeds, such Net Cash Proceeds Loans under this subsection (iii) shall be applied at the end of such five-Business Day period toward first to the prepayment in full of the outstanding Tranche A Loans as set forth and after prepayment in Section 2.11(d). (d) All full thereof, if any such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceedsexcess has not been eliminated, 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13.Tranche A-1

Prepayments. (a) The Borrower may at any time and from time to time prepay any Borrowing the principal of the Loans in whole or in part, without premium or penalty, subject to the following conditions: (a) Except in the case of any payment of the entire principal balance of any Fixed Rate Loan on the last day of the Interest Period applicable thereto (in which case no prior notice need be given), Borrower shall give Bank a timely notice of each prepayment, which notice, if not originally given in accordance with paragraph writing shall be confirmed in writing. The original notice shall be given: (ei) not later than the Banking Day next preceding any prepayment of this Section 2.11any CD Loans; providedand (ii) not later than two (2) Banking Days prior to the date of any prepayment of any LIBOR Loan. (b) Each prepayment shall be in the principal amount of One Hundred Thousand Dollars ($100,000.00), that if or any multiple thereof, or an amount equal to the then aggregate unpaid principal balance outstanding plus accrued interest. (c) No prepayment shall be subject to any penalty or premium except in the case of a Eurodollar Loan is prepaid prepayment made in respect of any Fixed Rate Loans on any day other than the last day of the Interest Period period applicable thereto, the in which case Borrower shall also pay any amounts owing pursuant agrees (i) with respect to Section 2.16. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving LIBOR Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal if the LIBOR Adjusted Rate as determined as of 11:00 a.m. London time two London Banking Days prior to such excess. (c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf date of the Borrower or any Guarantor in respect prepayment of any LIBOR Loans (hereinafter "Prepayment EventLAR") shall be lower than the LIBOR Adjusted Rate applicable to the LIBOR Loan being prepaid (hereafter "Actual LAR"), the Borrower shall, five Business Days after such Net Cash Proceeds are received by upon written notice from Bank, promptly pay to Bank in immediately available funds, a prepayment premium based on the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount of principal being prepaid and computed at a rate equal to 100% the difference between the Actual LAR and the Prepayment LAR, for the period from the date 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 such proceeds, such Net Cash Proceeds shall be applied at prepayment to the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 in question. In determining the Prepayment LAR, Bank shall be accompanied by any amounts owing pursuant apply a rate equal to Section 2.16. (e) The Borrower shall notify the Administrative Agent (and, Adjusted LIBOR Rate for a deposit approximately equal to the principal being prepaid and of a duration as nearly equal as practicable to the time remaining in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) Interest Period 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 prepayment question; or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof with respect to be prepaid; provided thatCD Loans, if a notice the CD Pre-Margin Rate as determined as of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13.11:00 a.

Prepayments. (ai) The Borrower may shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, part without premium or penalty, (but subject to prior notice Section 2.10 and except as provided in accordance with this Section). (ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (ea) (A) on or prior to the No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments. (iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Section 2.11; provided, Agreement such that if a Eurodollar Loan the Weighted Average Yield on such Tranche B II Term Loans is prepaid on any day other less than the last day Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to the first anniversary of the Interest Period Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (iv) In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B III Term Loans is less than the Weighted Average Yield applicable theretoto such Tranche B III Term Loans on the Third Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2012 shall be accompanied by a prepayment fee equal to 1.00% of the Borrower aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (v) In the event that all or any portion of the Tranche B 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2019 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall also pay be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vi) In the event that all or any amounts owing pursuant portion of the Tranche B 2016 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2016 Term Loans is less than the Weighted Average Yield applicable to Section 2.16such Tranche B 2016 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) When the aggregate Revolving Commitments or (B) the Borrowing Baseamount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate the amount equal of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender elections not to accept such excessprepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a Subsidiary of the Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and the amount of Excess Proceeds shall be reset to zero. Notwithstanding the foregoing, any Excess Proceeds required to be applied to Loans pursuant to this Section 2.05(b) shall be applied ratably among the Loans and, to the extent required by the terms of any Permitted First Lien Indebtedness or Permitted First Lien Refinancing Indebtedness, the principal amount of such Permitted First Lien Indebtedness and Permitted First Lien Refinancing Indebtedness then outstanding, and the prepayment of the Loans required pursuant to this Section 2.05(b) shall be reduced accordingly. (c) In the event and on each occasion that Not fewer than 30 days prior to any Net Cash Proceeds are received by payment or on behalf prepayment of any principal amount of the Borrower or any Guarantor in respect of any Prepayment EventLoan Proceeds Note , 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 thereof and shall, on the date of such payment or prepayment, subject to paragraph (ande) below, in prepay the case Loans at a price equal to the principal amount of the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such payment or prepayment of a Swingline Loanthe Loan Proceeds Note, the Swingline Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and (ii) the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below. (d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at the expiration of such 30 Business Day period, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the principal amount of the Loans prepaid to such Lender. (e) With respect to any proposed mandatory prepayment of the Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be paid to the Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (e), such Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof. (f) The Borrower (or Level 3 on its behalf) shall notify the Administrative Agent by telephone (confirmed by facsimiletelecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 1:00 p.m., Chicago New York City time, three two Business Days before the date of prepayment or (ii) in such lesser period as may be acceptable to the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepaymentAdministrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; provided thatprepaid and, if in the case of a notice of prepayment is given in connection with mandatory prepayment, a conditional notice of termination reasonably detailed calculation of the Commitments as contemplated by Section 2.9amount of such prepayment and, then in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such notice of prepayment may shall be revoked if such notice of termination is revoked in accordance with Section 2.9applied. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of 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 2.132.07. If any prepayment pursuant to this Section is made by the Borrower other than on the last day of the Interest Period applicable to any prepaid Eurodollar Loans, the Borrower shall also pay to each Lender (other than any Declining Lender) on the date of such prepayment any amount owing to such Lender pursuant to Section 2.10.

Prepayments. (a) The Borrower may at any time and from time In addition to time prepay any Borrowing the required repayment of principal specified in whole or in partSection 2.05, without premium or penaltywith respect to each Club Trust, 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 on which the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing Maximum Available Amount under such Club Trust's Sub-Facility is reduced pursuant to Section 2.162.04, principal in the amount equal to the excess, if any, of (i) all outstanding Loans to such Club Trust under its Sub-Facility over (ii) the Maximum Available Amount as so reduced shall be immediately payable hereunder and a "Club Trust Prepayment Event" with respect to such excess shall be deemed to have occurred. (b) Except for Overadvances permitted under Section 2.5, in Other than with respect to any prepayment pursuant to the event and on such occasion that the total Revolving Exposure exceeds the lesser provisions of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. paragraph (c) In the event and on below, each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor in respect of any Prepayment EventClub Trust may, the Borrower shall, five upon at least three 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 Days' notice 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, LIBO Rate Loan and one Business Day's notice in the case of any Base Rate Loan to the MLB Trust and the Facilitating Agent stating the Club Trust with respect to which any such prepayment of a Swingline Loanrelates, 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment proposed date and the aggregate principal amount of each Borrowing such prepayment, prepay the Loan(s) under its Club Trust Sub-Facility in whole or portion thereof to be prepaid; provided thatratably in part, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9and, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowinggiven, the Administrative Agent related Club Trust shall advise prepay the Lenders Loan(s) under its Club Trust Sub-Facility in whole or ratably in part in the aggregate principal amount designated in such notice, together with accrued interest to the date of such prepayment on the contents thereof. Each principal amount prepaid; PROVIDED, HOWEVER, that with respect to each Club Trust (i) each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of not less than $500,000 or a whole multiple thereof. Each 250,000, (ii) any prepayment of a Revolving Borrowing any LIBO Rate Portion of any Club Trust's Loan(s) under its Club Trust Sub-Facility shall be applied ratably made on, and only on, the last day of an Interest Period for such LIBO Rate Portion (PROVIDED, THAT prepayments may be made at other times as long as all costs payable pursuant to Section 8.04(b) are paid) and (iii) no prepayment shall be permitted pursuant to this Section 2.09 if, after giving effect to such prepayment, the aggregate principal amount of Loans outstanding under such Club Trust's Sub-Facility shall be less than $5,000,000, unless the amount of Loans outstanding under such Club Trust Sub-Facility shall be reduced by such prepayment to zero. (c) In accordance with the provisions of Section 2.07 of each Club Trust Agreement, each Club Trust may, upon at least three Business Days' notice to the Revolving Loans included in MLB Trust and the prepaid Borrowing. Prepayments shall be accompanied by accrued interest Facilitating Agent stating the Club Trust with respect to which any such prepayment relates and the extent required by Section 2.13.proposed date and aggregate principal amount of such

Prepayments. Subject, in the case of CP Rate Loans and LIBOR Loans, to the funding indemnification provisions of Section 4.3: (a) The Borrower may at any time and from time to time prepay any Borrowing in whole or in partvoluntarily prepay, without premium penalty or penaltypremium, subject all outstanding Advances, or, in a minimum aggregate amount of $1,000,000 per Group (or a larger integral multiple of $1,000,000 per Group), any portion of the outstanding Advances by giving prior written notice to prior notice in accordance the Co-Agents (each, a "Prepayment Notice"): (i) given within the Required Notice Period with paragraph respect to each Pool Funded Conduit's Loans so prepaid and (eii) of this Section 2.11; provided, that if a Eurodollar Loan is prepaid providing for such prepayment to occur on any day other than the last day of the Interest CP Tranche Period applicable 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 prepaid, together with 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 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 shall also pay to prepay any amounts owing pursuant portion of the outstanding Advances in any manner other than as required herein to Section 2.16minimize any Broken Funding Costs associated with such prepayment. (b) Except for Overadvances permitted under Section 2.5If, in on any Business Day, the event and on such occasion that aggregate outstanding principal amount of the total Revolving Exposure Loans from the Blue Ridge Group exceeds the lesser of (A) Blue Ridge Allocation Limit, or the aggregate Revolving principal amount of the Loans outstanding from Blue Ridge exceeds the Blue Ridge Liquidity Banks' Liquidity Commitments or (B) pursuant to the Borrowing BaseBlue Ridge Liquidity Agreement divided by 102%, the Borrower shall prepay such Loans by wire transfer to the Revolving Loans, LC Exposure and/or Swingline Loans in Blue Ridge Agent received not later than 1:00 p.m. (New York City time) on the first Business Day thereafter of an aggregate amount equal sufficient to eliminate such excess, together with accrued and unpaid interest on the amount prepaid. (c) In the event and If, 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 EventBusiness Day, 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 outstanding principal 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) All such amounts pursuant to Section 2.11(c) (as to any insurance from the Gotham Group exceeds the Gotham Allocation Limit, 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 the Loans outstanding from Gotham exceeds the Gotham Liquidity Banks' aggregate Liquidity Commitments pursuant to the Revolving Gotham Liquidity Agreement divided by 102%, Borrower shall prepay such Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest wire transfer to the extent required by Section 2.13.Gotham Agent received not later than

Prepayments. (ai) The Borrower may at any time and from time to time prepay any Borrowing No prepayment of the Loan shall be allowed in whole or in part, without premium on or penaltyprior to the Lockout Expiration Date, 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 owing principal payments required pursuant to Section 2.16. (b) Except for Overadvances permitted under Section 2.52.3. Thereafter, the Loan may be prepaid, in whole, but not in part, upon not less than thirty (30) days’ irrevocable prior written notice to Lender. Any prepayments on the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf principal balance 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 Loan evidenced by the Borrower Note whether voluntary or any Guarantorinvoluntary, prepay shall be accompanied by payment of interest accrued to the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal date of prepayment, together with the applicable Prepayment Premium. Any prepayments made pursuant to 100% of such Net Cash Proceeds; the foregoing shall be made on a Payment Date provided, however, if Borrower may elect to make any such prepayments 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 which is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agenta Payment Date if, 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 addition 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 all interest which has accrued to and including the date of prepayment or (ii) in and the case of prepayment of an ABR Revolving BorrowingPrepayment Premium, Borrower also pays all interest which would accrue on the Loan to, but not later than 2:00 p.m.including, Chicago time, one Business Day before the Payment Date following the date of prepayment. Each Notwithstanding any provision contained in this Agreement to the contrary, no Prepayment Premium will be due on account of a voluntary prepayment pursuant to this Section 2.4(C)(i) made on any Payment Date occurring during the thirty (30) day period prior to the scheduled Initial Maturity Date. Amounts prepaid shall not be re-borrowed. (ii) In the event of (a) the payment of any principal of the Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default) or (b) the failure to borrow or prepay the Loan as specified in any notice delivered pursuant to this Agreement or the other Loan Documents, then, in any such notice event and, in addition to the payments to be made to Lender pursuant to 2.4(C)(i), Borrower agrees to compensate Lender for all actual, out-of-pocket, losses, costs, expenses and damages Lender may incur attributable to such event. A certificate of Lender setting forth any amount or amounts that Lender is entitled to receive pursuant to this Section shall be irrevocable delivered to Borrower and shall specify be conclusive absent manifest error. Borrower shall pay Lender the amount shown as due on any such certificate within thirty (30) days after receipt thereof. (iii) If, following an Event of Default, payment of all or any part of the Loan is tendered by Borrower or otherwise recovered by Lender, such tender or recovery shall be deemed a voluntary prepayment date by Borrower in violation of the prohibition against prepayment set forth in Section 2.4(C)(i) and Borrower shall pay to Lender, in addition to the principal amount other Obligations, the applicable Prepayment Premium. If the Maturity Date is accelerated, due to an Event of each Borrowing Default or otherwise, or if any prepayment of all or any portion thereof to be prepaid; provided thatof the Loan hereunder occurs, if a notice of prepayment is given whether in connection with a conditional notice of termination Lender’s acceleration of the Commitments as contemplated Loan or otherwise, or if the Mortgage is satisfied or released by Section 2.9foreclosure (whether by power of sale or judicial proceeding), deed in lieu of foreclosure or by any other means, then such notice the Prepayment Premium shall become immediately due and owing and Borrower shall immediately pay the Prepayment Premium to Lender. Nothing contained in this Section 2.4(C)(iii) shall create any right of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13prepayment.

Prepayments. The Borrower may elect to prepay all or any Portion of any Retained Repriced Old Form Note Advance Portion in the manner, at the price, and subject to the limitations as next described: (a) The Borrower may at any time and from time shall deliver to time prepay any Borrowing in whole or in partFFB written notification of such prepayment election not less than 5 Business Days prior to the proposed date of prepayment and, 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 less than the last day total outstanding principal amount of the Interest Period applicable theretosuch Retained Repriced Old Form Note Advance Portion is to be prepaid, the Borrower shall also pay any amounts owing pursuant specify in such notification the Portion thereof that is proposed to Section 2.16be prepaid. (b) Except The Borrower shall pay to FFB, at the time of prepayment of all or any Portion of any Retained Repriced Old Form Note Advance Portion: (1) for Overadvances permitted under Section 2.5so long as the Refinancing Authority shall be in effect, the outstanding principal amount of such Retained Repriced Old Form Note Advance Portion or the Portion thereof to be prepaid, all accrued interest thereon through the date of prepayment, plus the prepayment premium required by the terms of the Refinancing Authority; and (2) in the event and on such occasion that the total Revolving Exposure exceeds Refinancing Authority shall no longer be in effect, a price for such Retained Repriced Old Form Note Advance Portion, and all accrued interest thereon through the lesser date of prepayment, that would, if such Retained Repriced Old Form Note Advance Portion were purchased and held to its maturity, produce a yield to the purchaser for the period from the date of purchase to the maturity of such Retained Repriced Old Form Note Advance Portion substantially equal to the interest rate that would be set on a loan from the Secretary of the Treasury to FFB to purchase an obligation having a payment schedule Part IIB (ARetained Repriced Old Form Note Advance Portions) identical to that of such Retained Repriced Old Form Note Advance Portion; and if the aggregate Revolving Commitments or (B) the Borrowing BaseBorrower elects to repurchase a Portion of a Retained Repriced Old Form Note Advance Portion, the Borrower shall prepay pay to FFB a price for such Portion that would equal such Portion's pro rata share of the Revolving Loansprice for a repurchase of the entire Retained Repriced Old Form Note Advance Portion, LC Exposure and/or Swingline Loans calculated in an aggregate accordance with the principles of this sentence. The amount equal of each such prepayment premium or prepayment price, as the case may be, shall be calculated by the Secretary of the Treasury as of the close of business 2 Business Days prior to such excessthe date of the proposed prepayment, using standard calculation methods of the United States Department of the Treasury. (c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of If the Borrower or any Guarantor in respect elects to prepay a Portion of any Prepayment Eventa Retained Repriced Old Form Note Advance Portion, 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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) price paid 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 Defaultfirst, 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) interest accrued on such Portion 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 Retained Repriced Old Form Note Advance Portion 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 prepayment or (ii) and, then, to principal installments in the case inverse order of maturity. Following the prepayment of an ABR Revolving Borrowinga Portion of a Retained Repriced Old Form Note Advance Portion, not later than 2:00 p.m.subsequent payments shall continue to be made in the amounts specified in the respective Retained Repriced Old Form Note Advance Portion Schedule, Chicago time, one Business Day before the date of prepayment. Each and such notice payments shall be irrevocable allocated by FFB between outstanding principal and shall specify accrued interest, as appropriate, until the prepayment date and the entire principal amount of each Borrowing or portion thereof to be prepaid; provided thatsuch Retained Repriced Old Form Note Advance Portion, if a notice of prepayment and all interest accrued thereon, is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13paid.

Prepayments. (ai) The Borrower may at any time and may, from time to time prepay any Borrowing in whole or in parttime, by giving notice to the Administrative Agent no later than three Business Days before the date of the prepayment, prepay, without premium or penaltypenalty and in whole or part, subject the principal amount of any Borrowing so long as: (A) the notice by the Borrower specifies the amount and Borrowing to prior notice be prepaid, (B) each voluntary partial prepayment must be in accordance with paragraph a principal amount of not less than $1,000,000 or a greater integral multiple of $1,000,000, plus accrued interest on the amount prepaid to the date of such prepayment, and (eC) the Borrower shall pay the Funding Loss, if any, within 5 Business Days following an affected Lender's demand and delivery to the Borrower of this the certificate as provided in Section 2.11; provided, that if a Eurodollar Loan is prepaid 3.18. Conversions on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.163.10 are not prepayments. (bii) Except for Overadvances permitted under The Borrower shall promptly notify the Administrative Agent upon the receipt of any Net Cash Proceeds and, at any time that Net Cash Proceeds received and not previously applied to any prepayment pursuant to this Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A3.2(c)(ii) the aggregate Revolving Commitments shall equal or (B) the Borrowing Baseexceed $10,000,000, the Borrower shall prepay Borrowings, together with payment of any Funding Losses, and/or deposit funds in the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Guarantor Collateral Account in respect of any Prepayment EventLC Outstandings pursuant to Section 12.1(d), the Borrower shallas applicable, 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% (without duplication) of the following amounts, with such Net Cash Proceeds; provided, however, if on any date prepayments to be applied as specified below: (A) 100% of the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from of any Asset Sale Disposition or Recovery Event other than proceeds from Revolving Facility Priority CollateralEvent, then, unless a Reinvestment Notice shall to be delivered in respect thereof within five Business Days after receipt applied to the Borrowings and/or the cash collateralization of such proceeds, such LC Outstandings pursuant to Section 12.1(d); and (B) 100% of the Net Cash Proceeds shall of any Equity Event, to be applied at applied, to the end Borrowings and/or the cash collateralization of such five-Business Day period toward the prepayment of the Loans as set forth in LC Outstandings pursuant to Section 2.11(d12.1(d). (diii) All such amounts pursuant to Section 2.11(c) (as to If at any insurance or condemnation proceedstime, the sum of the aggregate principal amount of Borrowings outstanding plus LC Outstandings shall exceed the total Commitments, the Borrower shall forthwith prepay Borrowings, and, to the extent they arise from casualties or losses to cash or Inventory) shall be appliedprovided for by this Section 3.2(c)(iii), 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 deposit funds in the Revolving Commitment and, after the occurrence and during the continuance Cash Collateral Account in respect 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 Outstandings pursuant to Section 2.16. (e) The Borrower shall notify the Administrative Agent (and12.1(d), in the case of prepayment of a Swingline Loanprincipal amount equal to such excess, 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 together with accrued interest to the date of such prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and on the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given Borrowings prepaid and any Funding Losses owing in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13therewith.

Prepayments. (a) The Borrower may at any time and from time to time prepay any Borrowing Each Equipment Note shall be prepaid in whole or in partpart by the Owner Trustee on a Rent Payment Date (or, without premium or penaltyin the circumstance provided in the last sentence of Section 10.3 of the Lease, subject to on the Termination Date) upon at least 25 days' prior notice from the Owner Trustee (or the Lessee on its behalf) to the Indenture Trustee in accordance with paragraph (e) of this Section 2.11; provided, the event that if a Eurodollar Loan the Lease as applicable to any Unit or Units related to such Equipment Note is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing terminated pursuant to Section 2.1610 thereof, at a price equal to the sum of (i) as to principal thereof, an amount equal to the product obtained by multiplying the unpaid principal amount of such Equipment Note as at the date of such prepayment (after deducting therefrom the principal installment, if any, due on or prior to the date of such prepayment) 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 included in the Indenture Estate under the related Indenture Supplement immediately prior to the date of such prepayment, (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above on the date of such payment (after giving effect to the application of any Basic Rent paid on or prior to the date of such prepayment) and (iii) if prepaid prior to the Make-Whole Termination Date, the Make-Whole Amount, if any, applicable in respect of the principal amount to be prepaid pursuant to clause (i) above on the date of such prepayment. (b) Except for Overadvances permitted under Each Equipment Note shall be prepaid in whole or in part by the Owner Trustee on a Rent Payment Date upon at least 15 days' prior notice from the Owner Trustee (or the Lessee on its behalf) to the Indenture Trustee in connection with the occurrence of an Event of Loss with respect to any Unit or Units related to such Equipment Note if such Unit or Units are not replaced pursuant to Section 2.511.2(i) of the Lease, or in the event and Lessee shall be required to settle for 10 or more Units on the date of payment therefor determined pursuant to Section 11.2 of the Lease, such prepayment shall be made on such occasion that date, at a price equal to the total Revolving Exposure exceeds the lesser sum of (Ai) the aggregate Revolving Commitments or (B) the Borrowing Baseas to principal thereof, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to the product obtained by multiplying the aggregate unpaid principal amount of such excessEquipment 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 included in the Indenture Estate under the related Indenture Supplement immediately prior to such date, and (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above to but not including the date of prepayment after giving effect to the application of any Basic Rent paid on or prior to the date of such prepayment, but without the payment of any Make-Whole Amount. (c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf Unless Lessee shall have elected to assume all of the Borrower or any Guarantor rights and obligations of the Owner Trustee under this Indenture in respect of any Prepayment Eventthe Equipment Notes, the Borrower shall, five Business Days after such Net Cash Proceeds are received each Equipment Note shall be prepaid in whole by the Borrower or any Guarantor, prepay Owner Trustee on 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment specified by Lessee to Owner Trustee and Indenture Trustee in accordance with Section 6.9 of the Loans as set forth Participation Agreement, in the event that Lessee exercises the purchase option under Section 2.11(d).6.9 of the Participation Agreement with respect to the Equipment, at (d) All Each Equipment Note shall be prepaid in whole or in part by the Owner Trustee on the Early Purchase Date in the event that Lessee exercises the purchase option under Section 22.1 of the Lease with respect to the Equipment, at a price equal to the sum of (i) as to principal thereof, an amount equal to the product obtained by multiplying the aggregate unpaid principal amount of such amounts Equipment Note as at the Early Purchase Date (after deducting therefrom the principal installment, if any, due on the prepayment date) by a fraction, the numerator of which shall be the Equipment Cost of such Unit or Units to be purchased and the denominator of which shall be the aggregate Equipment Cost of all Units included in the Indenture Estate immediately prior to the date of such prepayment and (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to Section 2.11(cclause (i) (as to any insurance or condemnation proceeds, above on the date of such prepayment after giving effect 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 any Basic Rent paid on or prior to the Administrative Agent, in its Permitted Discretion. Prepayments date 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 2.16such prepayment. (e) The Borrower On the Refunding Date specified by the Lessee to the Owner Trustee and to the Indenture Trustee in accordance with Section 10.2(f) of the Participation Agreement, all Equipment Notes shall notify the Administrative Agent (andbe prepaid in whole but not in part on such Refunding Date, in the case of prepayment event of a Swingline Loanrefunding or refinancing pursuant to Section 10.2 of the Participation Agreement, at a price in addition to any other amounts due to the holders of the Equipment Notes under this Indenture equal to the unpaid principal amount thereof together with accrued but unpaid interest thereon, plus, if prepaid prior to the Make-Whole Termination Date, the Swingline LenderMake-Whole Amount, if any. (f) by telephone Each Equipment Note shall be prepaid in whole but not in part on the Mandatory Refinancing Date, at a price in addition to any other amounts due to the holders of the Equipment Notes under this Indenture equal to the unpaid principal amount thereof together with accrued but unpaid interest thereon, but without the payment of any Make- Whole Amount. (confirmed by facsimileg) The Indenture Trustee shall give prompt notice of any prepayment hereunder (i) in of any of the case Equipment Notes to all holders of such series of the Equipment Notes as soon as the Indenture Trustee shall have knowledge that such prepayment is to occur, which notice shall specify the Equipment Note or Notes to be prepaid, the principal amount of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment such Equipment Note or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before Notes to be prepaid and the date of prepayment. Each such notice , which date shall be irrevocable and shall specify not less than 25 days after the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13notice.

Prepayments. (a) The Each Borrower may may, upon notice to the Agent, (i) before 10:00 a.m. (New York City time) for Base Rate Advances on the date of prepayment and (ii) upon at any time least two Business Days' notice to the Agent for Eurodollar Rate Advances, stating the proposed date and from time to time aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, prepay any the outstanding principal amount of the Revolving Credit Advances comprising part of the same Revolving Credit Borrowing in whole or ratably in part, without premium or penalty, subject together with accrued interest 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 owing pursuant to Section 2.16. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 such prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and on the principal amount of each Borrowing or portion thereof prepaid and amounts, if any, required to be prepaidpaid pursuant Section 8.4(c) as a result of such prepayment; provided that, if a notice of that each prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by pursuant to this Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing 2.5(a) shall be in an aggregate principal amount of $500,000 5,000,000 or a whole an integral multiple of $1,000,000 in excess thereof. Each prepayment of a Revolving Borrowing . (b) TWC shall be applied ratably to repay the Revolving Loans included Credit Advances in a principal amount equal to 100% of all Excess Proceeds on each Excess Proceeds Payment Date in respect of such Excess Proceeds. (c) Additionally, if at any date the prepaid Borrowing. Prepayments sum of the aggregate amount of all Revolving Credit Advances owed to any Bank by any Borrower plus the aggregate amount of all Letter of Credit Liabilities held by such Bank for all Letters of Credit issued at the request of such Borrower exceeds such Bank's Revolving Credit Commitment for such Borrower at such date, such Borrower shall, on such date, ratably repay the Revolving Credit Advances owed by such Borrower in a principal amount necessary so that (after giving effect to such repayment) the sum, for each Bank, of the aggregate amount of all Revolving Credit Advances owed to such Bank by such Borrower plus the aggregate amount of all Letter of Credit Liabilities held by such Bank for all Letters of Credit issued at the request of such Borrower does not exceed such Bank's Revolving Credit Commitment for such Borrower at such date. (d) At the time of each payment pursuant to Section 2.5(b) or 2.5(c) by a Borrower, such Borrower shall be accompanied by also pay accrued interest to the date of such payment on the principal amount paid and amounts, if any, required to be paid pursuant to Section 8.4(c) as a result of such payment. To the extent that any amount would be required hereunder to be applied to Revolving Credit Advances owed by Section 2.13any Borrower but for the fact that no Revolving Credit Advances to such Borrower remain outstanding, such Borrower will cause such amount first, to be paid on any outstanding unreimbursed drawings under Letters of Credit issued at the request of such Borrower and, second to be deposited in the XX Xxxx Collateral Account in respect of such Borrower. (e) All amounts received by the Collateral Agent pursuant to any Security Document shall be applied first, to reimburse the Collateral Agent for all costs, fees, expenses and other amounts to the extent provided in such Security Document, second, to ratably pay the principal of and interest of the Revolving Credit Advances and unpaid drawings under Letters of Credit, third to ratably pay all other Obligations, and fourth to be deposited in one or more XX Xxxx Collateral Accounts to the extent any Letters of Credit are outstanding.

Prepayments. The Peregrine Parties will not prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Peregrine Party under any Note (a) The Borrower a “Note Prepayment”), except that the Peregrine Parties may at make a Note Prepayment of any time and from time to time prepay any Borrowing in 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 theretoNotes if: (1) prior to the making of such Note Prepayment, the Borrower Peregrine Parties shall also pay any have paid to Fleet in full the amounts owing pursuant to Section 2.16. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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(dV.O.; (2) below in at the time such Note Prepayment is made, no Monetary Default shall have occurred and be continuing; (3) upon the later of the date on which the Peregrine Parties shall have reached an aggregate amount equal to 100% agreement with the holders of such Net Cash Proceeds; provided, howeverNotes as to the making of such Note Prepayment or, if such Note Prepayment is to be made from the proceeds of any Disposition, the date on any date which such Disposition shall be consummated, after giving effect to all Note Prepayments to be made on all Notes and after repaying in full all of the Borrower outstanding obligations of the Peregrine Parties under the Lender Group Credit Agreement or any Subsidiary Guarantor other secured credit facility of Peregrine (regardless of whether such Note Prepayments and such repayment is made concurrently with such Disposition) Peregrine shall receive Net Cash Proceeds from any Asset Sale or Recovery Event other have unrestricted cash on hand of not less than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice $40,000,000; (4) (a) such Note Prepayment shall be delivered in respect thereof within five Business Days after receipt made upon confirmation of an Acceptable Plan of Reorganization, or (b) on the date of such proceedsNote Prepayment, after giving effect to all Note Prepayments to be made on the Notes and after repaying in full all of the outstanding obligations of the Peregrine Parties under the Lender Group Credit Agreement or any other secured credit facility of Peregrine (regardless of whether such Net Cash Proceeds Note Prepayments is made concurrently with such repayment), Peregrine shall have unrestricted cash of not less than $40,000,000, or (c) Peregrine shall have provided projections reasonably satisfactory to Purchasers evidencing that Peregrine shall have sufficient liquidity to fund its operations through the Maturity Date after giving effect to such Note Prepayment and the repayment in full all of the outstanding obligations of the Peregrine Parties under the Lender Group Credit Agreement or any other secured credit facility of Peregrine, which projections shall be applied at certified by the end chief financial officer of Peregrine as being such chief financial officer’s good faith belief as to Peregrine’s projected performance during the period covered thereby and being based on reasonable assumptions; (5) if, pursuant to the terms of such five-Business Day period toward the prepayment Note Prepayment, any portion of the Loans outstanding obligations under the Notes is to be paid over time, then such obligations shall be and remain unsecured (or, if secured, shall be secured by a lien junior to that of Purchasers on intercreditor subordination terms reasonably acceptable to Purchasers as set forth determined by the Bankruptcy Court in Section 2.11(d). (d) All such amounts pursuant to Section 2.11(c) (the event of any disagreement as to any insurance the reasonableness thereof) and the agreements or condemnation proceeds, instruments evidencing such obligations shall expressly provide that the obligations evidenced by such agreements or instruments is expressly subordinated in right of repayment 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 rataPast Due Purchase Obligations, and second to prepay that the Revolving Loans (including Swingline Loans) without Purchasers may block payments upon a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default or New Event of Default, all on terms and conditions reasonably satisfactory to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory Purchasers 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, Bankruptcy Court in its Permitted Discretion. Prepayments the event of any Eurodollar Loan in disagreement as to the case reasonableness thereof; (6) prior to the making of any event described in clause (c) Note Prepayment Peregrine shall have provided to each Purchaser copies of all agreements related to all Note Prepayments to be made on 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.Notes; and (e7) The Borrower each Purchaser shall notify have the Administrative Agent (and, in right to have all or any portion of its then outstanding Past Due Purchase Obligations repaid and/or restructured on the case same terms and conditions as such Note Prepayment contemporaneously with the making 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13Note Prepayment.

Prepayments. (a) The Borrower may at any time and from time to time prepay any Borrowing Each Equipment Note shall be prepaid in whole or in partpart by the Owner Trustee on a Rent Payment Date (or, without premium or penaltyin the circumstance provided in Section 10.1 and the last sentence of Section 10.3 of the Lease, subject to on the Termination Date) upon at least 25 days' prior notice from the Owner Trustee (or the Lessee on its behalf) to the Indenture Trustee in accordance with paragraph (e) of this Section 2.11; provided, the event that if a Eurodollar Loan the Lease as applicable to any Unit or Units related to such Equipment Note is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing terminated pursuant to Section 2.1610 thereof, at a price equal to the sum of (i) as to principal thereof, an amount equal to the product obtained by multiplying the unpaid principal amount of such Equipment Note, as of such prepayment date (after deducting therefrom the principal installment, if any, due on or prior to the date of such prepayment), 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 included in the Indenture Estate under the Indenture Supplement immediately prior to the date of such prepayment, (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above on the date of such payment (after giving effect to the application of any Basic Rent paid on or prior to the date of such prepayment) and (iii) the Make-Whole Amount, if any, applicable in respect of the principal amount to be prepaid pursuant to clause (i) above on the date of such prepayment. (b) Except for Overadvances permitted under Each Equipment Note shall be prepaid in whole or in part by the Owner Trustee on a Rent Payment Date upon at least 15 days' prior notice from the Owner Trustee (or the Lessee on its behalf) to the Indenture Trustee in connection with the occurrence of an Event of Loss with respect to any Unit or Units related to such Equipment Note if such Unit or Units are not replaced pursuant to Section 2.511.2(i) of the Lease, or in the event and Lessee shall be required to settle for 10 or more Units on the date of payment therefor determined pursuant to Section 11.2 of the Lease, such prepayment shall be made on such occasion that date, at a price equal to the total Revolving Exposure exceeds the lesser sum of (Ai) the aggregate Revolving Commitments or (B) the Borrowing Baseas to principal thereof, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to the product obtained by multiplying the aggregate unpaid principal amount of such excessEquipment Note, as of 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 included in the Indenture Estate under the Indenture Supplement immediately prior to such date, and (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above to but not including the date of prepayment after giving effect to the application of any Basic Rent paid on or prior to the date of such prepayment, but without the payment of any Make-Whole Amount. (c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf Unless Lessee shall have elected to assume all of the Borrower or any Guarantor rights and obligations of the Owner Trustee under this Indenture in respect of any Prepayment Eventthe Equipment Notes, the Borrower shall, five Business Days after such Net Cash Proceeds are received each Equipment Note shall be prepaid in whole by the Borrower or any GuarantorOwner Trustee on the Business Day specified by Lessee to Owner Trustee and Indenture Trustee in accordance with Section 6.9 of the Participation Agreement, prepay in the Obligations event that Lessee exercises the purchase option under Section 6.9 of the Participation Agreement with respect to the Equipment, at a price equal to the sum of (i) as set forth in Section 2.11(d) below in to principal thereof, an aggregate amount equal to 100% the unpaid principal amount of such Net Cash Proceeds; provided, howeverEquipment Note as at the date of any prepayment under Section 6.9 of the Participation Agreement (after deducting therefrom the principal installment, if any, due 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 Collateralprepayment date), then(ii) as to interest, unless a Reinvestment Notice shall be delivered the aggregate amount of interest accrued and unpaid in respect thereof within five Business Days after receipt of the principal amount to be prepaid pursuant to clause (i) above on the date of such proceeds, such Net Cash Proceeds shall be applied at prepayment after giving effect to the end application of any Basic Rent paid on or prior to the date of such fiveprepayment, and (iii) the Make-Business Day period toward the prepayment Whole Amount, if any, applicable in respect of the Loans as set forth in Section 2.11(d)principal amount to be prepaid pursuant to clause (i) above on the date of such payment. (d) All Unless Lessee shall have elected to assume all of the rights and obligations of the Owner Trustee under this Indenture in respect of the Equipment Notes, each Equipment Note shall be prepaid in whole or in part by the Owner Trustee on the Early Purchase Date in the event that Lessee exercises the purchase option under Section 22.1 of the Lease with respect to the Equipment, at a price equal to the sum of (i) as to principal thereof, an amount equal to the product obtained by multiplying the aggregate unpaid principal amount of such amounts Equipment Note allocable to the Equipment Group of which such Units are a part, as of the Early Purchase Date (after deducting therefrom the principal installment, if any, due on the prepayment date), by a fraction, the numerator of which shall be the Equipment Cost of such Unit or Units to be purchased and the denominator of which shall be the aggregate Equipment Cost of all Units in such Equipment Group included in the Indenture Estate immediately prior to the date of such prepayment, (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above on the date of such prepayment after giving effect to the application of any Basic Rent paid on or prior to the date of such prepayment, and (iii) the Make-Whole Amount, if any, applicable in respect of the principal amount to be prepaid pursuant to clause (i) above on the date of such payment. (e) Each Equipment Note shall be prepaid in whole but not in part on the Refunding Date specified by the Lessee to the Owner Trustee and to the Indenture Trustee in accordance with Sections 10.2(a) and (f) of the Participation Agreement, in the event of a refunding or refinancing pursuant to Section 2.11(c) (as 10.2 of the Participation Agreement, at a price in addition to any insurance or condemnation proceeds, other amounts due to the extent they arise from casualties holders of the Equipment Notes under this Indenture equal to the unpaid principal amount thereof together with accrued but unpaid interest thereon, plus the Make-Whole Amount, if any. (f) The Indenture Trustee shall give prompt notice of any prepayment of any of the Equipment Notes to all holders of the Equipment Notes as soon as the Indenture Trustee shall have knowledge that such prepayment is to occur, which notice shall specify the Equipment Note or losses Notes to cash be prepaid, the principal amount of such Equipment Note or InventoryNotes to be prepaid and the date of prepayment; provided that any notice of prepayment given pursuant to Section 2.10(a), 2.10(c), 2.10(d) or 2.10(e) shall be applied, first to prepay any Protective Advances revocable and Overadvances that may shall be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction deemed revoked in the Revolving Commitment andevent that (x) the Lease does not terminate or the Lessee does not pay all amounts then due to the Lessor under the Operative Documents, 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) notice 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 prepayment given to Section 2.16. 2.10(a), 2.10(c) or 2.10(d) or (ey) The Borrower shall notify the Administrative Agent (and, subject refinancing does not in fact occur 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by pursuant to Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.132.10(e).

Prepayments. (a) The Borrower may at any time and may, from time to time prepay any Borrowing in 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 Business Day, upon at least one Business Day’s notice to the last day of Funds Administrator stating the Interest Period applicable theretoproposed date and aggregate principal amount thereof, the Borrower shall also pay any amounts owing pursuant to Section 2.16. (b) Except for Overadvances permitted under Section 2.5, in the event and on if such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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 Eventnotice is given, 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 outstanding principal amount of the Prime Rate Loans (including any Swingline Loan) comprising part of the same Borrowing in Section 2.11(d) below whole or ratably in an aggregate amount equal to 100% of such Net Cash Proceedspart; provided, however, if on that 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing such Prime Rate Loans shall be in an aggregate principal amount of not less than $500,000 100,000. The Borrower may from time to time upon at least three Business Days’ notice to the Funds Administrator stating the proposed date and the aggregate principal amount thereof, and if such notice is given, the Borrower shall, prepay the outstanding principal amount of the Fixed Rate Loans comprising part of the same Borrowing in whole or a whole ratably in part; provided, that any partial prepayment of such Fixed Rate Loans shall be in an aggregate principal amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof. Subject to the preceding two sentences, Borrower may apply any optional prepayment of the Loans to such portions of the Loans as the Borrower may elect. (b) The Borrower shall from time to time prepay the Loans comprising part of the same Borrowing in such amounts as shall be necessary so that at all times the aggregate amount of Loans outstanding shall not be in excess of the Total Commitment. Any prepayment required by this Section 2.08(b) shall be due on the date such prepayment accrues pursuant to the preceding sentence. (c) Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Fixed Rate Loans included in the prepaid Borrowing. Prepayments shall be accompanied by a prepayment of accrued interest to the extent required date of such prepayment on the principal amount prepaid. In the event of any prepayment of a Fixed Rate Loan, the Borrower shall be obligated to reimburse the Banks in respect thereof pursuant to Section 2.12. Unless otherwise specified by Section 2.13the Borrower, all mandatory prepayments of the Loans shall first be applied to Prime Rate Borrowings, and second to such Fixed Rate Borrowings as the Funds Administrator may select.

Prepayments. Subject to payment of the Prepayment Premium referred to below and all accrued interest and other sums due with respect to the Loan, if any, Borrower shall have the right to prepay all or any part of the outstanding principal balance of the Loan on any regularly scheduled interest payment date, with a minimum Prepayment Amount of Five Million Dollars ($5,000,000), upon giving not less than thirty (30) days prior written notice to Lender of its intention to prepay the Loan. Except as set forth below, if the Loan is prepaid in whole or in part for any reason on a date prior to the Maturity Date, whether voluntarily, involuntarily or by operation of law, or after acceleration by Lender upon an Event of Default, Borrower shall pay to Lender, together with the subject Prepayment Amount and any unpaid accrued interest on the Prepayment Amount, as liquidated damages, a prepayment charge (the "Prepayment Premium") equal to the greater of: (i) the product of (a) The one percent (1%) of the principal amount of the Loan being prepaid (the "Prepayment Amount") multiplied by (b) a fraction the numerator of which is the number of full months remaining to the Maturity Date of the Loan being prepaid as of the date on which the Prepayment will be made (hereinafter called the "Prepayment Date") and the denominator of which is the number of full months comprising the term of such Loan; or, (ii) the Present Value of the Prepayment Amount less the sum of (a) the Prepayment Amount and (b) the unpaid accrued interest, if any, calculated as of the Prepayment Date. Lender shall notify Borrower of the amount and basis of determination of the Prepayment Premium (reflecting therein the calculation thereof). On or before the Prepayment Date, Borrower shall pay to Lender the Prepayment Premium together with the [BALANCE OF PAGE LEFT INTENTIONALLY BLANK] Prepayment Amount and all accrued interest and other sums due with respect to the Prepayment Amount being prepaid and Lender shall not be obligated to accept any Prepayment Amount unless such Prepayment Amount is so accompanied by the Prepayment Premium and all accrued interest and other sums due with respect thereto. Borrower agrees that the Prepayment Premium represents the reasonable estimate of Lender and Borrower of a fair average compensation for the loss that may at be sustained by Lender due to any time Prepayment; and from time Borrower agrees that Lender's agreement to time enter into this transaction on the terms set forth in this Agreement and in the other Loan Documents constitutes adequate and valuable consideration, given individual weight by Borrower for this Agreement. Such Prepayment Premium shall be paid without prejudice to the right of Lender to collect any other amounts provided to be paid as set forth in this Agreement or the other Loan Documents. Lender shall not be obligated to actually reinvest any Prepayment Amount in any U.S. Government Treasury obligations as a condition to receiving the Prepayment Premium. Borrower hereby expressly waives any right it may have under California Civil Code Section 2954.10 to prepay any Borrowing this Loan, in whole or in part, without premium prepayment charge, upon acceleration of the Maturity Date upon or penaltyfollowing the conveyance by Borrower of any right, subject to prior notice title or interest in accordance with paragraph (e) the properties encumbered by the Deeds of Trust, and agrees that if for any reason a prepayment of any or all of this Section 2.11; provided, that if a Eurodollar Loan is prepaid on made, upon or following any day other than the last day acceleration of the Interest Period applicable theretoMaturity Date, the Borrower shall also pay any amounts owing pay, concurrently therewith, a Prepayment Premium calculated pursuant to Section 2.16. (b) Except for Overadvances permitted under Section 2.5, this SECTION 2.4.D. By initialling this provision in the event space provided below, Borrower hereby declares that Lender's agreement to make the Loan at the interest rate provided herein and on such occasion that for the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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 term set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds; providedthis Agreement constitutes adequate consideration, howevergiven individual weight by Borrower, 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d)for this waiver. (d) 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13.

Prepayments. (ai) The Borrower may shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, part without premium or penalty, (but subject to Section 2.10 and except as provided in this Section). (ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or prior notice to the No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments. (iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B II Term Loans is less than the Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to the first anniversary of the Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (iv) In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B III Term Loans is less than the Weighted Average Yield applicable to such Tranche B III Term Loans on the Third Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2012 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (v) In the event that all or any portion of the Tranche B 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2019 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vi) In the event that all or any portion of the Tranche B 2016 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2016 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2016 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vii) In the event that all or any portion of the Tranche B-II 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2019 Term Loans on the Fifth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (viii) In the event that all or any portion of the Tranche B-III 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-III 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-III 2019 Term Loans on the Sixth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 12, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (ix) In the event that all or any portion of the Tranche B 2020 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2020 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2020 Term Loans on the Seventh Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 16, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (x) In the event that all or any portion of the Tranche B 2022 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2022 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2022 Term Loans on the Ninth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to April 30, 2015, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (xi) In the event that all or any portion of the Tranche B-II 2022 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2022 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2022 Term Loans on the Tenth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to November 8, 2015, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (xii) In the event that all or any portion of the Tranche B-III 2019 Term Loans, Tranche B 2020 Term Loans or Tranche B-II 2022 Term Loans are prepaid from the incurrence by the Borrower of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Class of Loans is less than the Weighted Average Yield applicable to such Class of Loans on the Eleventh Amendment Effective Date, any such prepayment, repricing or refinancing that occurs on or after the CenturyLink Acquisition Date and prior to the six month anniversary of the CenturyLink Acquisition Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (xiii) In the event that all or any portion of the Tranche B 2024 Term Loans are prepaid from the incurrence by the Borrower of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2024 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2024 Term Loans on the Twelfth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to the later of (A) August 22, 2017 and (B) the date that is the earlier of (x) the six month anniversary of the CenturyLink Acquisition Date and (y) the termination of the CenturyLink Merger Agreement in accordance with paragraph (e) of this Section 2.11; provided, that if its terms shall be accompanied by a Eurodollar Loan is prepaid on any day other than the last day prepayment fee equal to 1.00% of the Interest Period applicable thereto, aggregate principal amount of such prepayment or the Borrower shall also pay any amounts owing pursuant aggregate principal amount subject to Section 2.16such repricing or refinancing. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) When the aggregate Revolving Commitments or (B) the Borrowing Baseamount of Excess Proceeds exceeds $100,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate the amount equal of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender elections not to accept such excessprepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a Subsidiary of the Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and the amount of Excess Proceeds shall be reset to zero. Notwithstanding the foregoing, any Excess Proceeds required to be applied to Loans pursuant to this Section 2.05(b) shall be applied ratably among the Loans and, to the extent required by the terms of any Permitted First Lien Indebtedness or Permitted First Lien Refinancing Indebtedness, the principal amount of such Permitted First Lien Indebtedness and Permitted First Lien Refinancing Indebtedness then outstanding, and the prepayment of the Loans required pursuant to this Section 2.05(b) shall be reduced accordingly. (c) In the event and on each occasion that Not fewer than 30 days prior to any Net Cash Proceeds are received by payment or on behalf prepayment of any principal amount of the Borrower or any Guarantor in respect of any Prepayment EventLoan Proceeds Note , 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 thereof and shall, on the date of such payment or prepayment, subject to paragraph (ande) below, in prepay the case Loans at a price equal to the principal amount of the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such payment or prepayment of a Swingline Loanthe Loan Proceeds Note, the Swingline Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and (ii) the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below. (d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at the expiration of such 30 Business Day period, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the principal amount of the Loans prepaid to such Lender. (e) With respect to any proposed mandatory prepayment of the Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be paid to the Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (e), such Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof. (f) The Borrower (or Level 3 on its behalf) shall notify the Administrative Agent by telephone (confirmed by facsimiletelecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 1:00 p.m., Chicago New York City time, three two Business Days before the date of prepayment or (ii) in such lesser period as may be acceptable to the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepaymentAdministrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; provided thatprepaid and, if in the case of a notice of prepayment is given in connection with mandatory prepayment, a conditional notice of termination reasonably detailed calculation of the Commitments as contemplated by Section 2.9amount of such prepayment and, then in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such notice of prepayment may shall be revoked if such notice of termination is revoked in accordance with Section 2.9applied. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of 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 2.132.07. If any prepayment pursuant to this Section is made by the Borrower other than on the last day of the Interest Period applicable to any prepaid Eurodollar Loans, the Borrower shall also pay to each Lender (other than any Declining Lender) on the date of such prepayment any amount owing to such Lender pursuant to Section 2.10. Prepayments of Loans (x) pursuant to paragraph (a) of this Section shall be applied between the Classes of Loans as directed by the Borrower (and, in the case of a prepayment of Tranche B 2016 Term Loans, shall be applied to reduce the subsequent scheduled repayments of Tranche B 2016 Term Loans to be made pursuant to Section 2.04(a) as directed by the Borrower) and (y) pursuant to paragraph (b), (c) or (d) of this Section shall be applied ratably between the Classes of Loans (and, in the case of a prepayment of Tranche B 2016 Term Loans, shall be applied to reduce the subsequent scheduled repayments of Tranche B 2016 Term Loans to be made pursuant to Section 2.04(a) on a pro rata basis (in accordance with the principal amounts of such scheduled repayments)) (it being understood that, with respect to any Subsidiary Loan Party that has not guaranteed or granted Liens on, security interests in or pledges of its assets to secure the Tranche B Term Obligations, the Tranche B II Term Obligations, the Tranche B III Term Obligations, the Tranche B 2019 Term Obligations, the Tranche B 2016 Term Obligations, the Tranche B-II 2019 Term Obligations, the Tranche B-III 2019 Term Obligations, the Tranche B 2020 Term Obligations, the Tranche B 2022 Term Obligations, the Tranche B-II 2022 Term Obligations, the Tranche B 2024 Term Obligations or the Obligations in respect of any other Class of Loans, nothing herein shall prohibit or limit the application of proceeds realized from the exercise of remedies under any Security Document in respect of such Subsidiary Loan Party solely to the Obligations in respect of the Tranche A Term Loans owed to the Tranche A Term Lenders and the Obligations in respect of any other Class of Loans owed to the Lenders of such Class to the extent such Class of Loans is guaranteed by, or secured by Liens on, security interests in or pledges of the applicable assets of, such Subsidiary Loan Party pursuant to the applicable Security Document).

Prepayments. (ai) The Borrower may shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, part without premium or penalty, (but subject to prior notice Section 2.10 and except as provided in accordance with this Section). (ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (ea) (A) on or prior to the No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments. (iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Section 2.11; provided, Agreement such that if a Eurodollar Loan the Weighted Average Yield on such Tranche B II Term Loans is prepaid on any day other less than the last day Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to the first anniversary of the Interest Period Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (iv) In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B III Term Loans is less than the Weighted Average Yield applicable theretoto such Tranche B III Term Loans on the Third Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2012 shall be accompanied by a prepayment fee equal to 1.00% of the Borrower aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (v) In the event that all or any portion of the Tranche B 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2019 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall also pay be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vi) In the event that all or any amounts owing pursuant portion of the Tranche B 2016 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2016 Term Loans is less than the Weighted Average Yield applicable to Section 2.16such Tranche B 2016 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vii) In the event that all or any portion of the Tranche B-II 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2019 Term Loans on the Fifth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (viii) In the event that all or any portion of the Tranche B-III 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-III 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-III 2019 Term Loans on the Sixth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 12, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) When the aggregate Revolving Commitments or (B) the Borrowing Baseamount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate the amount equal of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender elections not to accept such excessprepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a Subsidiary of the Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and the amount of Excess Proceeds shall be reset to zero. Notwithstanding the foregoing, any Excess Proceeds required to be applied to Loans pursuant to this Section 2.05(b) shall be applied ratably among the Loans and, to the extent required by the terms of any Permitted First Lien Indebtedness or Permitted First Lien Refinancing Indebtedness, the principal amount of such Permitted First Lien Indebtedness and Permitted First Lien Refinancing Indebtedness then outstanding, and the prepayment of the Loans required pursuant to this Section 2.05(b) shall be reduced accordingly. (c) In the event and on each occasion that Not fewer than 30 days prior to any Net Cash Proceeds are received by payment or on behalf prepayment of any principal amount of the Borrower or any Guarantor in respect of any Prepayment EventLoan Proceeds Note , 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 thereof and shall, on the date of such payment or prepayment, subject to paragraph (ande) below, in prepay the case Loans at a price equal to the principal amount of the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such payment or prepayment of a Swingline Loanthe Loan Proceeds Note, the Swingline Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and (ii) the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below. (d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at the expiration of such 30 Business Day period, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the principal amount of the Loans prepaid to such Lender. (e) With respect to any proposed mandatory prepayment of the Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be paid to the Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (e), such Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof. (f) The Borrower (or Level 3 on its behalf) shall notify the Administrative Agent by telephone (confirmed by facsimiletelecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 1:00 p.m., Chicago New York City time, three two Business Days before the date of prepayment or (ii) in such lesser period as may be acceptable to the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepaymentAdministrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; provided thatprepaid and, if in the case of a notice of prepayment is given in connection with mandatory prepayment, a conditional notice of termination reasonably detailed calculation of the Commitments as contemplated by Section 2.9amount of such prepayment and, then in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such notice of prepayment may shall be revoked if such notice of termination is revoked in accordance with Section 2.9applied. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of 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 2.132.07. If any prepayment pursuant to this Section is made by the Borrower other than on the last day of the Interest Period applicable to any prepaid Eurodollar Loans, the Borrower shall also pay to each Lender (other than any Declining Lender) on the date of such prepayment any amount owing to such Lender pursuant to Section 2.10. Prepayments of Loans (x) pursuant to paragraph (a) of this Section shall be applied between the Classes of Loans as directed by the Borrower (and, in the case of a prepayment of Tranche B 2016 Term Loans, shall be applied to reduce the subsequent scheduled repayments of Tranche B 2016 Term Loans to be made pursuant to Section 2.04(a) as directed by the Borrower) and (y) pursuant to paragraph (b), (c) or (d) of this Section shall be applied ratably between the Classes of Loans (and, in the case of a prepayment of Tranche B 2016 Term Loans, shall be applied to reduce the subsequent scheduled repayments of Tranche B 2016 Term Loans to be made pursuant to Section 2.04(a) on a pro rata basis (in accordance with the principal amounts of such scheduled repayments)) (it being understood that, with respect to any Subsidiary Loan Party that has not guaranteed or granted Liens on, security interests in or pledges of its assets to secure the Tranche B Term Obligations, the Tranche B II Term Obligations, the Tranche B III Term Obligations, the Tranche B 2019 Term Obligations, the Tranche B 2016 Term Obligations, the Tranche B-II 2019 Term Obligations, the Tranche B-III 2019 Term Obligations or the Obligations in respect of any other Class of Loans, nothing herein shall prohibit or limit the application of proceeds realized from the exercise of remedies under any Security Document in respect of such Subsidiary Loan Party solely to the Obligations in respect of the Tranche A Term Loans owed to the Tranche A Term Lenders and the Obligations in respect of any other Class of Loans owed to the Lenders of such Class to the extent such Class of Loans is guaranteed by, or secured by Liens on, security interests in or pledges of the applicable assets of, such Subsidiary Loan Party pursuant to the applicable Security Document).

Prepayments. (a) The Revolving Borrower may at any time and from time to time prepay any Borrowing the Revolving Loans, in whole or in part, without premium or penalty, subject upon irrevocable notice delivered to the Revolving Administrative Agent no later than (i) 10:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of LIBOR Loans and (ii) 10:00 A.M., New York City time, one (1) Business Day prior thereto, in the case of ABR Loans, which notice in accordance with paragraph (e) shall specify the date and amount of this Section 2.11prepayment and whether the prepayment is of LIBOR Loans or ABR Loans; provided, that if a Eurodollar LIBOR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Revolving Borrower shall also pay any amounts owing pursuant to Section 2.16. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 Exposure2.15. 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following Upon receipt of any such notice relating to a the Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents promptly notify each relevant Revolving Lender thereof. Each partial prepayment If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of any Revolving Borrowing Loans shall be in an aggregate principal amount of equal to at least $500,000 1,000,000 or a any larger whole multiple thereof. Each prepayment . (b) If, on any day, the sum of a Revolving Borrowing shall be applied ratably to the aggregate outstanding principal amount of the Revolving Loans included hereunder and Pari Passu Indebtedness (after converting all such amounts into the then Dollar Equivalent thereof) exceeds the then current Series 2002-1 Invested Amount outstanding under the Series 2002-1 VFC (after giving effect to any increases or decreases therein on such day), the Revolving Borrower shall prepay Revolving Loans and/or Pari Passu Indebtedness in the prepaid Borrowingan amount sufficient to comply with Section 5.2(a). Prepayments Any such prepayment of Revolving Loans pursuant to this Section 2.6(b) shall be accompanied by made together with accrued interest to the extent required by date of such prepayment on the amount prepaid and the Revolving Borrower shall also pay any amounts owing pursuant to Section 2.132.15. (c) If, on any date, the Total Loans outstanding on such date exceed the Total Revolving Commitments in effect on such date, the Revolving Borrower immediately shall prepay the Revolving Loans in the amount of such excess. Any such prepayment of Revolving Loans pursuant to this Section 2.6(c) shall be made together with accrued interest to the date of such prepayment on the amount prepaid and the Revolving Borrower shall also pay any amounts owing pursuant to Section 2.15.

Prepayments. (ai) Upon the occurrence of a Collateral Value Deficiency Event or Borrowing Base Deficiency Event, as notified to the Borrower Agent on any Business Day, the Borrowers shall after receipt of such notice by the Borrower Agent, prepay the Loans in part or in whole (and such prepayment shall be applied to the Asset Attributable Loan Balance of (x) the Eligible Assets in respect of which the Collateral Value Deficiency Event occurred, in the case of a Collateral Value Deficiency Event, or (y) one or more Eligible Assets designated by the Borrower Agent, in the case of a Borrowing Base Deficiency Event) to the Lender (i) in the event such notice was received by the Borrower Agent on or prior to 11 a.m. on any Business Day, within two (2) Business Days, or (ii) in the event such notice was received by the Borrower Agent after 11 a.m. on any Business Day, within three (3) Business Days, such that after giving effect to such prepayment, the aggregate outstanding principal amount of the Loans does not exceed the Collateral Value or the Borrowing Base, as applicable. (ii) Upon the occurrence of a Collateral Value Cash Sweep Event, as notified to the Borrower Agent on any Business Day, the Lender shall be permitted to apply any Cash in the US Collection Account first, to the payment of accrued and unpaid interest on the Loans, and then to prepay the Loans and apply such prepayment to the Asset Attributable Loan Balance of the Eligible Assets in respect of which the Collateral Value Cash Sweep Event occurred, such that after giving effect to such prepayment, the aggregate outstanding principal amount of the Loans does not exceed the Borrowing Base. (b) If at any time the aggregate outstanding principal amount of Loans exceeds the Maximum Credit then in effect, the Borrowers shall at such time prepay the Loans and such prepayment shall be applied to the Asset Attributable Loan Balance of one or more Eligible Assets designated by the Borrower Agent such that, after giving effect to such prepayment, the aggregate outstanding principal amount of the Loans does not exceed the Maximum Credit then in effect. (c) If at any time any Borrower shall receive any Eligible Asset Net Cash Proceeds in respect of any Eligible Asset, such Borrower shall make a prepayment in the Eligible Asset Proceeds Prepayment Amount to be applied to the applicable Asset Attributable Loan Balance. (d) If at any time any Borrower shall receive any Underlying Asset Net Cash Proceeds in respect of any Eligible Asset, such Borrower shall make a prepayment in the Underlying Asset Proceeds Prepayment Amount to be applied to the applicable Asset Attributable Loan Balance. (e) The Borrower may Borrowers may, at any time and from time to time time, prepay any Borrowing the Loans, in whole or in part, without premium or penalty, subject and such prepayment shall be applied to the Asset Attributable Loan Balance of one or more Eligible Assets designated by the Borrower Agent upon notice to the Lender by the Borrower Agent prior notice in accordance with paragraph to 12:00 noon, New York City time, at least two (e2) 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 Business Days prior thereto, specifying the date and amount of prepayment. If any such notice is given, unless the same may be revoked by the Borrower Agent prior to 11:00 a.m. on the date of prepayment, the amount specified in such notice shall also pay be due and payable on the date specified therein, together with any amounts owing payable pursuant to Section 2.16. (b) Except for Overadvances permitted under 3.04 of this Agreement. Partial prepayments pursuant to this Section 2.5shall be a minimum amount, in the event and on such occasion that the total Revolving Exposure exceeds equal to the lesser of (Ax) $500,000 and (y) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf then outstanding principal balance 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d)Loans. (d) 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13.

Prepayments. (ai) The Borrower may shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, part without premium or penalty, (but subject to prior notice Section 2.10 and except as provided 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 owing pursuant to Section 2.16Section). (bi) Except for Overadvances permitted under Section 2.5All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or prior to the No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, in (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments. (ii) In the event and that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such occasion Tranche B II Term Loans is less than the Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to the first anniversary of the Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (iii) In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the total Revolving Exposure exceeds Weighted Average Yield on such Tranche B III Term Loans is less than the lesser Weighted Average Yield applicable to such Tranche B III Term Loans on the Third Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2012 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (iv) In the event that all or any portion of the Tranche B 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2019 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (v) In the event that all or any portion of the Tranche B 2016 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2016 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2016 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vi) In the event that all or any portion of the Tranche B-II 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2019 Term Loans on the Fifth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vii) In the event that all or any portion of the Tranche B-III 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-III 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-III 2019 Term Loans on the Sixth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 12, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (viii) In the event that all or any portion of the Tranche B 2020 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2020 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2020 Term Loans on the Seventh Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 16, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (ix) In the event that all or any portion of the Tranche B 2022 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2022 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2022 Term Loans on the Ninth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to April 30, 2015, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (x) In the event that all or any portion of the Tranche B-II 2022 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2022 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2022 Term Loans on the Tenth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to November 8, 2015, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (xi) In the event that all or any portion of the Tranche B-III 2019 Term Loans, Tranche B 2020 Term Loans or Tranche B-II 2022 Term Loans are prepaid from the incurrence by the Borrower of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Class of Loans is less than the Weighted Average Yield applicable to such Class of Loans on the Eleventh Amendment Effective Date, any such prepayment, repricing or refinancing that occurs on or after the CenturyLink Acquisition Date and prior to the six month anniversary of the CenturyLink Acquisition Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (xii) In the event that all or any portion of the Tranche B 2024 Term Loans are prepaid from the incurrence by the Borrower of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2024 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2024 Term Loans on the Twelfth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to the later of (A) the aggregate Revolving Commitments or August 22, 2017 and (B) the Borrowing Base, date that is the Borrower earlier of (x) the six month anniversary of the CenturyLink Acquisition Date and (y) the termination of the CenturyLink Merger Agreement in accordance with its terms shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such excessprepayment or the aggregate principal amount subject to such repricing or refinancing. (cxiii) In the event and on each occasion that all or any Net Cash Proceeds are received by or on behalf portion of the Borrower or any Guarantor in respect of any Prepayment Event, Tranche B 2027 Term Loans are prepaid from the Borrower shall, five Business Days after such Net Cash Proceeds are received incurrence by the Borrower of bank Indebtedness or repriced (or effectively refinanced) through any Guarantor, prepay amendment of this Agreement such that the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of Weighted Average Yield on 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Tranche B 2027 Term Loans as set forth in Section 2.11(d). (d) 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 less than the last day of Weighted Average Yield applicable to such Tranche B 2027 Term Loans on the Interest Period applicable thereto Thirteenth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to May 29, 2020 shall be accompanied by any amounts owing pursuant a prepayment fee equal 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination 1.00% of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 such prepayment or a whole multiple thereof. Each the aggregate principal amount subject to such repricing or refinancing; provided that no such prepayment of a Revolving Borrowing fee shall be applied ratably to required for prepayments made of Tranche B 2027 Term Loans made with the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13proceeds of any Term A Term Loans.

Prepayments. (a) The Borrower may at any time and from time to time prepay any Borrowing in whole or in part, without premium or penalty, subject to the Loans upon not less than one (1) Business Day's prior notice in accordance with paragraph to the Lender, which notice shall specify the prepayment date (ewhich shall be a Business Day) of this Section 2.11; provided, that if a Eurodollar Loan is prepaid on any day other than and the last day amount of the Interest Period applicable theretoprepayment (which shall be at least $50,000 or the remaining principal balance outstanding on the Note) and shall be irrevocable and effective only upon receipt by the Lender, provided that interest on the Borrower principal prepaid, accrued to the prepayment date, shall also pay any amounts owing pursuant to Section 2.16be paid on the prepayment date. (i) If, after giving effect to any termination or reduction of the Commitment pursuant to Sections 2.03(a) or (b) Except for Overadvances permitted under Section 2.5), in the event and on such occasion that outstanding aggregate principal amount of the total Revolving Loans plus the LC Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing BaseCommitment, the Borrower shall prepay the Revolving Loans 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 such prepayment and, if any excess remains after prepaying all of the Loans, pay to the Lender an amount equal to the excess to be held as cash collateral as provided in Section 2.08(b) hereof. (ii) If, after giving effect to any redetermination of the Commitment pursuant to Section 2.03(c), the outstanding aggregate principal amount of the Loans plus the LC Exposure and/or Swingline exceeds the Commitment, then the Borrower shall within the 30 Business Days provided for in Section 2.03(c): (i) prepay the Loans in an aggregate principal amount equal to the excess, together with interest on the principal amount paid accrued to the date of such excessprepayment and, if any excess remains after prepaying all of the Loans, pay to the Lender an amount equal to the excess to be held as cash collateral as provided in Section 2.08(b) hereof; (ii) grant to the Lender, as security for the Note and other Indebtedness, a first- priority Lien (subject only to Excepted Liens) on Property of the Borrower of a character and value satisfactory to the Lender in its sole discretion; such Lien to be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements, or other Security Instruments, all in form and substance satisfactory to the Lender in its sole discretion and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes; or (iii) effect any combination of the alternatives described in clauses (i) and (ii) of this Section and acceptable to the Lender in its sole discretion. (c) In the event and on each occasion that any Net Cash Proceeds are received by Prepayments permitted 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 required under this 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 2.06 shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall without premium or penalty. Any prepayment made during the Revolving Credit Period may be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, reborrowed subject 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 2.16then effective Commitment. (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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13.

Prepayments. (a) The Borrower may at If any time and from time Unit or Units have suffered or been deemed to time prepay any Borrowing have suffered a Casualty Occurrence, the Notes shall be prepaid in 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 part by the Borrower on the date which is prepaid on any day other than the last day monthly anniversary of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing Closing Date if such Unit or Units are not replaced pursuant to Section 2.167.3 hereof on the relevant date determined pursuant to Section 7.3 hereof, at a price equal to the sum of (i) as to principal thereof, an amount equal to the product obtained by multiplying the aggregate unpaid principal amount of the Notes as at the date of such prepayment (after deducting therefrom the principal installment, if any, due on the date of such prepayment) by a fraction, the numerator of which shall be the Equipment Cost of such Unit or Units of Equipment and the denominator of which shall be the aggregate Equipment Cost of all Units of Equipment subject to the Lien of this Agreement immediately prior to the date of such prepayment and (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above to but not including the date of prepayment (after deducting therefrom any principal installment due on or prior to the date of such prepayment), but without the payment of any Make-Whole Amount. (b) Except for Overadvances permitted under Section 2.5, All Notes issued at any time outstanding hereunder may be prepaid in whole or in part upon the event and on such occasion that the total Revolving Exposure exceeds the lesser request of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay at any time on a date selected by the Revolving LoansBorrower at a price equal to the unpaid principal amount thereof together with accrued but unpaid interest thereon, LC Exposure and/or Swingline Loans in plus, an aggregate amount equal to the Make-Whole Amount, if any, applicable in respect of the principal amount of such excessNotes to be prepaid pursuant to this Section 4.8(b) on the date of such prepayment. (c) In the event and on each occasion that If at any Net Cash Proceeds are received by or on behalf time as a result of a Change in Tax Law (as defined below) the Borrower is or becomes obligated to make any Guarantor increased payments pursuant to Section 7.11 hereof in respect of any Prepayment Eventpayment of interest or other amounts on account of any of the Notes or this Agreement in excess of the amounts payable without regard to such Change in Tax Law, the Borrower shall, five Business Days after such Net Cash Proceeds are received by may give the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(dLender irrevocable written notice (a “Tax Prepayment Notice") 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). Notes on a specified prepayment date (d) 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) which 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, Business Day not less than 30 days nor more than 60 days 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 prepayment or (iisuch notice) in and the case circumstances giving rise to the obligation of prepayment the Borrower to make any increased payments and the amount thereof and stating that all of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the Notes shall be prepaid on the date of prepaymentsuch prepayment at 100% of the principal amount so prepaid together with interest accrued thereon to the date of such prepayment (but without the payment of any Make-Whole Amount), unless the Lender gives Borrower written notice no more than 20 days after receipt of the Tax Prepayment Notice (or, if earlier, the tenth day prior to the date for the payment giving rise to such increased payments), that it seeks to reject such prepayment (a “Tax Prepayment Rejection Notice"). Each such notice The form of Tax Prepayment Rejection Notice shall also accompany the Tax Prepayment Notice and shall state that execution and delivery thereof by the Lender shall operate as a permanent waiver of its right to receive the increased payments arising as a result of the circumstances described in the Tax Prepayment Notice in respect of all future payments of interest or other amounts (but not of the Lender’s right to receive any increased payments that arise out of circumstances not described in the Tax Prepayment Notice or which exceed the amount of the increased payment described in the Tax Prepayment Notice), which waiver shall be irrevocable and shall specify the prepayment date and binding upon all subsequent transferees of any Note. The Tax Prepayment Notice having been given, the principal amount of each Borrowing the Notes together with interest accrued thereon to the date of such prepayment (but without the payment of any Make-Whole Amount) shall become due and payable on such prepayment date, unless the Lender shall timely give a Tax Prepayment Rejection Notice. No prepayment pursuant to this Section 4.8(c) shall affect the obligation of the Borrower to pay increased payments in respect of any payment made on or portion thereof prior to the date of such prepayment. The Borrower may not offer to prepay, or prepay, Notes pursuant to this Section 4.8(c) (i) if an Event of Default then exists, (ii) until the Borrower shall have taken commercially reasonable steps to mitigate the requirement to make the related increased payments or (iii) if the obligation to make such increased payments directly results or resulted from actions taken by the Borrower (other than actions required to be prepaid; provided thattaken under applicable law), and any Tax Prepayment Notice given pursuant to this Section 4.8(c) shall certify to the foregoing and describe such mitigation steps, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13any.

Prepayments. (a) The Borrower may prepay the Base Rate Loans upon not less than one (1) Business Day's prior notice to the 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 $500,000 or the remaining aggregate principal balance outstanding on the Notes) and shall be irrevocable and effective only upon receipt by the Agent, provided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. The Borrower may prepay Eurodollar Loans on the same condition as for Base Rate Loans, and in addition, such prepayments of Eurodollar Loans shall be subject to the terms of Section 5.05 and shall be in amounts equal to all of the Eurodollar Loans for the Interest Period being prepaid. Any prepayments made during the Term Loan Period shall be applied to reduce pro rata the remaining scheduled payments. (b) If, after giving effect to any time termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Sections 2.03(b), the outstanding aggregate principal amount of the Loans plus the LC Exposure exceeds the Aggregate Maximum Credit Amounts, the Borrower shall (i) prepay the Loans 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 such prepayment and from time (ii) if any excess remains after prepaying all of the Loans, pay to time the Agent on behalf of the Lenders an amount equal to the remaining excess to be held as cash collateral as provided in Section 2.10(b) hereof. (c) Upon any redetermination of the amount of the Borrowing Base in accordance with Section 2.08 or adjustment in accordance with Section 8.08(b), if the redetermined Borrowing Base is less than the sum of (i) the aggregate outstanding principal amount of the Loans, plus (ii) the LC Exposure, plus (iii) the amount by which the US Dollar equivalent (converted as of the relevant Redetermination Date by the Agent using good faith and customary methods and taking into account the effect of any applicable Hedging Agreements) of the DEM Subordinated Debt exceeds $2,400,000, then the Borrower shall within thirty (30) days of receipt of written notice thereof: either (i) prepay any the Loans (and/or provide cash collateral) in an aggregate principal amount equal to such excess, together with interest on the principal amount paid accrued to the date of such prepayment or (ii) notify the Agent of its election to eliminate such Borrowing Base deficiency by making six (6) consecutive monthly payments equal to such excess divided by six (6), the first of such payments being due and payable immediately and each subsequent payment being due at thirty (30) day intervals thereafter. Any scheduled payments of principal made during such deficiency period shall be applied to such deficiency payments in whole direct order of maturity; provided that in the event of an acceleration of the maturity of the Notes pursuant to Section 10.02, such acceleration shall also accelerate the maturity of the monthly deficiency payments. (d) Prepayments permitted or in part, required under this Section 2.07 shall be 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 owing pursuant to Section 2.16. (b) Except for Overadvances permitted except as required under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the 5.05 for prepayment of the Loans as set forth in Section 2.11(d). (d) 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 Eurodollar 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of Any prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 reborrowed subject to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13then effective Aggregate Commitments.

Prepayments. (a) The Loans may not be voluntarily prepaid during the Lockout Period. Subject to Section 2.8(c), following the Lockout Period, the Borrower may shall have the right, at any time and from time to time time, to prepay the Loans. The Borrower shall give the Administrative Agent written notice no later than 1:00 p.m. (Eastern Time) not less than three (3) Business Days prior to any Borrowing such prepayment. In each case, such notice shall specify the date on which such prepayment is to be made (which shall be a Business Day), and the amount of such prepayment. Each such prepayment shall be in whole or in partan aggregate minimum amount of $500,000 and shall include the Yield Maintenance Premium, without premium or penaltyif applicable, subject to prior notice as well as interest accrued on the principal amount prepaid to, but not including, the date of payment in accordance with paragraph the terms hereof (e) or, in each case, such lesser amount constituting the amount 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 owing pursuant to Section 2.16all Loans then outstanding). (b) Except for Overadvances permitted under Section 2.5, in Within five (5) Business Days after the event and on such occasion that the total Revolving Exposure exceeds the lesser occurrence of (A) the aggregate Revolving Commitments or (B) the a Borrowing BaseBase Deficiency, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline outstanding principal amount of the Loans in an aggregate amount equal to the sum of (x) the aggregate amount necessary to eliminate such excessBorrowing Base Deficiency plus (y) the Yield Maintenance Premium applicable to the principal amount of the Loan prepaid on such prepayment date, if any; provided, however, that, no Yield Maintenance Premium shall be due and payable for an initial $4,000,000 of principal prepaid by the Borrower (calculated in the aggregate) in connection with cures of the Borrowing Base Deficiency. (c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf Voluntary prepayments 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 such proceeds, such Net Cash Proceeds Loans shall be applied at first, to reduce any outstanding Lender Group Expenses and, second, in such order as the end of such five-Business Day period toward the prepayment of Borrower may direct. The Borrower may prepay the Loans as set forth in Section 2.11(d)subject to the payment of any accrued interest plus the Yield Maintenance Premium applicable to such prepayment. (d) All Notwithstanding anything else contained herein, no Yield Maintenance Premium shall be due on the voluntary prepayment of any Lender’s Loan if, at the time of such amounts prepayment (or on the next Interest Payment Date), the Borrower is or would be required to pay a gross up indemnity with respect to any Taxes pursuant to Section 2.11(c) (as to 10.11 or compensate such Lender for 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 increased costs pursuant to Section 2.162.11. Other than as set forth in the immediately preceding sentence and Section 2.8(b) above, Yield Maintenance Premium shall be due on any prepayment of any Loan prepaid prior to the Yield Maintenance Date. (e) The Borrower shall notify the Administrative Agent (and, in the case If a Change of prepayment of a Swingline LoanManager Event occurs, the Swingline Lender) Borrower will, at the Lenders’ option (as provided by telephone (confirmed by facsimile) of any prepayment hereunder (i) Lenders in writing to Borrower and Agents), prepay the case of prepayment of a Eurodollar Revolving BorrowingLoans, not later than 2:00 p.m., Chicago time, three Business Days before plus accrued interest plus the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and Yield Maintenance Premium applicable to the principal amount of each Borrowing or portion thereof to be prepaid; provided thatthe Loan prepaid on such prepayment date, if any. (f) If a notice Change of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving BorrowingControl Event occurs, the Administrative Agent shall advise Borrower will, at the Lenders’ option (as provided by Lenders of in writing to Borrower and Agents), prepay the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate Loans plus accrued interest plus the Yield Maintenance Premium applicable to the principal amount of $500,000 or a whole multiple thereof. Each the Loan prepaid on such 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 2.13date, if any.

Prepayments. (a) The Borrower Issuer may at not optionally prepay the Notes in whole or in part except as expressly set forth in this Indenture. Prior to the end of the Prepayment Lockout Period of a Series, the Issuer may not prepay the Notes of such Series in whole or in part unless such prepayment on the Notes of such Series is (A) made on any time Payment Date (i) in order to cure a breach of a representation or warranty or other default with respect to a particular Tower Site or (ii) in accordance with Section 7.06, in connection with the casualty and from time condemnation events with respect to time a Tower Site described in such Section and (B) accompanied by the applicable Prepayment Consideration. From and after the end of the Prepayment Lockout Period of a Series, the Issuer may optionally prepay any Borrowing the Notes of such Series in whole or in part; provided that such prepayment is accompanied by the applicable Prepayment Consideration if such prepayment occurs more than six (6) months prior to the Anticipated Repayment Date of such Series and, 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 such prepayment occurs on any day other than a Payment Date, is accompanied by payment of interest that would have accrued on the amount prepaid through the last day of the then current Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.16Accrual Period. (b) Except for Overadvances permitted under In connection with each disposition of a Tower Site as contemplated in Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base7.31, the Borrower Issuer shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans Notes in an aggregate amount equal to the Release Price for such excessdisposed Tower Site (and pay the current obligations of the Indenture Trustee and the Servicer, along with the Indenture Trustee Fee, Servicing Fee and Other Servicing Fees, in each case to the extent sufficient funds have not been deposited in the Collection Account for distribution on the applicable Payment Date) together with the applicable Prepayment Consideration if such prepayment of any Class of Notes of a Series occurs more than six (6) months prior to the Anticipated Repayment Date for such Series. Any funds remaining in the Liquidated Tower Replacement Account that are required to be applied to prepay the Notes shall be applied, first, to pay the Servicer and the Indenture Trustee all amounts then due to each of them hereunder and under the other Transaction Documents (including, but not limited to, outstanding Advances, Advance Interest, unpaid Additional Issuer Expenses, and all unpaid fees, expenses and indemnification due to the Servicer and the Indenture Trustee hereunder and under the other Transaction Documents), and second, to prepay the Notes with the applicable Prepayment Consideration, if any. (c) In Partial optional or mandatory prepayments made in conformity with the event and provisions of this Section 2.09 will be applied to the Classes of all Notes of all Series in direct alphabetical order; provided that optional prepayments (other than those funded by application of amounts on each occasion that any Net deposit in the 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 Trap Reserve Sub-Account) may be directed by the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal Issuer 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 Notes 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, particular Series 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 2.16such alphabetical order. (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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13.

Prepayments. (a) The Borrower Subject to the prepayment fee as set forth in subsection 2.10(b) and the provisions of subsection 2.21 upon not less than thirty (30) days' prior written notice to the Agent specifying the date of prepayment (which date shall be a Business Day), the Borrowers may at any time and from time to time prepay any Borrowing in whole or full, but not in part, without premium all of the Obligations (excluding outstanding Lender Guaranties) and terminate the Commitments. Upon prepayment in full and termination of the Commitments, the Borrowers (i) shall cause the Agent and each Lender to be released from all liability under any Lender Guaranties or penalty(ii) shall (x) cause to be issued to and for the benefit of the Agent and the Lenders a letter of credit in form and substance acceptable to the Agent issued by a bank or other financial institution acceptable to the Agent to secure such Lender Guaranties, subject or (y) deposit cash collateral with the Agent, for the benefit of the Agent and the Lenders pursuant to prior notice a cash collateral agreement in accordance with paragraph form and substance satisfactory to the Agent, in either case, in an amount equal to one hundred ten percent (e110%) of this Section 2.11; provided, the aggregate Lender Guaranty Liability with respect to the Lender Guaranties that if a Eurodollar Loan is prepaid on any day will remain outstanding after prepayment in full of all other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.16Obligations. (b) Except for Overadvances permitted under Section 2.5, in If the event and on such occasion that Borrowers shall prepay all or any portion of the total Revolving Exposure exceeds the lesser of Obligations pursuant to subsection 2.10 (Aa) the aggregate Revolving Commitments or (B) Borrowers shall pay to the Borrowing BaseAgent, for the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf ratable benefit of the Borrower or any Guarantor in respect Lenders, as liquidated damages and compensation for the costs 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 being prepared 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, make funds available 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 Borrowers hereunder an amount determined as follows: two percent (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 (c2%) of the definition Revolving Loan Facility for any repayment in the first Loan Year and one percent (1%) of the term “Prepayment Event” on Revolving Loan Facility for any day other than repayment during the last day of the Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16second Loan Year. (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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13.

Prepayments. (a) The Each Borrower may may, upon notice to the Agent, (i) before 10:00 a.m. (New York City time) for Base Rate Advances on the date of prepayment and (ii) upon at any time least two Business Days’ notice to the Agent for Eurodollar Rate Advances, stating the proposed date and from time to time aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, prepay any the outstanding principal amount of the Revolving Credit Advances comprising part of the same Revolving Credit Borrowing in whole or ratably in part, without premium or penaltytogether with accrued interest to the date of such prepayment on the principal amount prepaid and amounts, subject if any, required 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 owing be paid pursuant to Section 2.16. (b8.4(c) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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% a result of such Net Cash Proceedsprepayment; 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the provided that each prepayment of the Loans as set forth in Section 2.11(d). (d) All such amounts pursuant to this Section 2.11(c2.5(a) (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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 5,000,000 or a whole an integral multiple of $1,000,000 in excess thereof. Each prepayment . (b) Additionally, if at any date the sum of a the aggregate amount of all Revolving Borrowing shall be applied Credit Advances owed to any Bank by any Borrower plus the aggregate amount of all Letter of Credit Liabilities held by such Bank for all Letters of Credit issued at the request of such Borrower exceeds such Bank’s Revolving Credit Commitment for such Borrower at such date, such Borrower shall, on such date, ratably to repay the Revolving Loans included Credit Advances owed by such Borrower in a principal amount necessary so that (after giving effect to such repayment) the prepaid Borrowing. Prepayments sum, for each Bank, of the aggregate amount of all Revolving Credit Advances owed to such Bank by such Borrower plus the aggregate amount of all Letter of Credit Liabilities held by such Bank for all Letters of Credit issued at the request of such Borrower does not exceed such Bank’s Revolving Credit Commitment for such Borrower at such date. (c) At the time of each payment pursuant to Section 2.5(b) by a Borrower, such Borrower shall be accompanied by also pay accrued interest to the date of such payment on the principal amount paid and amounts, if any, required to be paid pursuant to Section 8.4(c) as a result of such payment. To the extent that any amount would be required hereunder to be applied to Revolving Credit Advances owed by Section 2.13any Borrower but for the fact that no Revolving Credit Advances to such Borrower remain outstanding, such Borrower will cause such amount first, to be paid on any outstanding unreimbursed drawings under Letters of Credit issued at the request of such Borrower and, second to be deposited in an LX Xxxx Collateral Account in respect of such Borrower. (d) All amounts received by the Agent pursuant to any Security Document shall be applied first, to reimburse the Agent for all costs, fees, expenses and other amounts to the extent provided in such Security Document, second, to ratably pay the principal of and interest of the Revolving Credit Advances and unpaid drawings under Letters of Credit, third to ratably pay all other Obligations, and fourth to be deposited in one or more LX Xxxx Collateral Accounts to the extent any Letters of Credit are outstanding.

Prepayments. (a) The Borrower may prepay Base Rate Loans upon not less than one (1) Business Day's prior notice to the 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 $500,000 or the remaining aggregate principal balance outstanding on the relevant Note) and shall be irrevocable and effective only upon receipt by the Agent, provided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. The Borrower may prepay Eurodollar Loans on the same condition as for Base Rate Loans (but with three (3) days advance notice) and in addition such prepayments of Eurodollar Loans shall be subject to the terms of Section 5.05 and shall be in an amount equal to all of the Eurodollar Loans for the Interest Period prepaid. (b) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.03(c), the outstanding aggregate principal amount of the Loans plus the LC Exposure exceeds the Aggregate Maximum Credit Amounts, the Borrower shall (i) prepay the Loans 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 such prepayment and (ii) if any excess remains after prepaying all of the Loans, pay to the Agent on behalf of the Lenders an amount equal to the excess to be held as cash collateral as provided in Section 2.10(b) hereof. (c) Upon any adjustment or redetermination of the amount of the Borrowing Base (but not Scheduled Borrowing Base Reductions) in accordance with Sections 2.07(d), 2.08, 8.08(c) or 9.14 or otherwise, if the adjusted or redetermined Borrowing Base is less than the sum of the aggregate outstanding principal amount of the Loans and the LC Exposure (a "Borrowing Base Deficiency"), then the Borrower shall within 45 days of receipt of written notice thereof cure such Borrowing Base Deficiency by either prepaying the Loans in an aggregate principal amount equal to such excess, together with interest on the principal amount paid accrued to the date of such prepayment or provide additional Collateral to secure the Indebtedness to the reasonable satisfaction of the Lenders. (d) Following a casualty loss to all or any part of the Oil and Gas Properties constituting the Borrowing Base, all insurance proceeds payable to the Borrower and not used by the Borrower to repair or replace such Properties shall be used by the Borrower to prepay the Loans. The Borrowing Base shall be reduced by an amount reasonably determined at the time by the Agent to reflect the contribution to the Borrowing Base of such Oil and from time to time prepay any Borrowing in whole Gas Properties not repaired or in part, replaced. (e) Prepayments permitted or required under this Section 2.07 shall be 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 owing pursuant to Section 2.16. (b) Except for Overadvances permitted except as required under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13.5.05

Prepayments. (a) The applicable Borrower may at any time and from time to time voluntarily prepay any Borrowing Loans in 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 Minimum Amount after delivering an irrevocable Requisite Notice not later than the last day Requisite Time for prepayments. The Administrative Agent will promptly notify each Lender thereof and of such Lender’s Pro Rata Share of such prepayment. Each prepayment by a Borrower must be made ratably to all outstanding Loans of such Borrower borrowed on the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.16same day. (b) Except If for Overadvances permitted under Section 2.5, in any reason either (i) the event and on such occasion that the total Revolving Exposure exceeds the lesser sum of (A) the aggregate Revolving Commitments or LC Exposure of all Lenders, (B) the Borrowing Baseaggregate principal amount of all Dollar Loans made by all Lenders and (C) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by all Lenders, exceeds the Borrower combined Commitments in effect at any time or (ii) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by the Lenders exceeds the Foreign Currency Limit, then upon written request of the Administrative Agent the Company shall immediately prepay the Revolving Loans, LC Exposure and/or Swingline or cause one or more Foreign Borrowers to immediately prepay Loans in an aggregate amount equal sufficient to cure such excessoverage. (c) In Any prepayment of an IBOR Loan shall be accompanied by all accrued interest thereon, together with 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 costs 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d)3.05. (d) All such amounts The Company or the Guarantor may from time to time elect to prepay pursuant to Section 2.11(c) (as to the Company Guaranty all or part of any insurance Foreign Currency Loan of a Foreign Borrower and such prepayment by the Company or condemnation proceeds, the Guarantor shall be made in the manner and subject to the extent they arise from casualties or losses to cash or Inventory) shall terms that a prepayment would 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 made 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 2.16Foreign Borrower under this Agreement. (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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13.

Prepayments. The Borrower shall have no right to prepay any principal amount of any Loans other than as follows: (a) The Borrower may at any time (and from time shall provide notice thereof to time prepay any Borrowing in whole or in partthe Administrative Agent not later than 10:00 a.m. (New York City time) on the date of prepayment, without premium or penaltyand the Administrative Agent shall promptly distribute copies thereof to the Lenders), subject to prior and if such 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 owing pursuant to Section 2.16. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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 Eventgiven, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, prepay the Obligations outstanding principal amounts of Loans made 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment part of the Loans as set forth in Section 2.11(d). (d) 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 Agentsame Borrowing, in its Permitted Discretion. Prepayments of any Eurodollar Loan whole or ratably 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 (andpart, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder together with (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before accrued interest to the date of such prepayment or on the principal amount prepaid and (ii) in the case of prepayment of an ABR Revolving BorrowingEurodollar Rate Loans, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal any amount of each Borrowing or portion thereof payable to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each pursuant to Section 4.04(b); provided, however, that (a) each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of not less than $500,000 5,000,000 or a whole an integral multiple thereof. Each prepayment of a $1,000,000 in excess thereof and (b) the Borrower shall not prepay any Facility B Loans unless and until all Facility A Loans have been prepaid in full in cash. (b) On the date of any termination or optional or mandatory reduction of the Facility A Revolving Borrowing Commitments pursuant to Section 2.03, the Borrower shall be applied ratably pay or prepay the principal outstanding on the Facility A Revolving Loans in full in cash in an amount equal to the excess of (i) the sum of the aggregate principal amount of the Facility A Revolving Loans included in outstanding (after giving effect to all Extensions of Credit to be made on such date and the prepaid Borrowing. Prepayments shall be accompanied by application of the proceeds thereof) over (ii) the aggregate amount of the Facility A Revolving Commitments (following such termination or reduction, if any), together with (x) accrued interest to the extent 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 payments and prepayments required by Section 2.13this subsection (b) shall be applied to outstanding ABR Loans up to the full amount thereof before they are applied to outstanding Eurodollar Rate Loans.

Prepayments. (a) The Borrower may at If for any time reason (i) if outstanding Revolving Loan and from time to time prepay any Borrowing in whole or in partL/C Credit Extensions exceed the Aggregate Revolving Commitments, without premium or penalty, subject to prior notice in accordance with paragraph and/or (eii) 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 owing pursuant to Section 2.16. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) Total Outstandings exceed the Borrowing Base, the Borrower Borrowers shall immediately prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (b) The Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations with respect to all Standby Letters of Credit and Guaranteed Commercial Letters of Credit (to the extent that any such L/C Obligations are not already Cash Collateralized) with proceeds and collections received by the Loan Parties to the extent so required under the provisions of Section hereof. (c) In The Borrowers shall prepay the event Loans and on each occasion Cash Collateralize the L/C Obligations with respect to all Standby Letters of Credit and Guaranteed Commercial Letters of Credit (to the extent that any such L/C Obligations are not already Cash Collateralized) in an amount equal to the Net Cash Proceeds are received by or a Loan Party on behalf account of the Borrower or any Guarantor in respect of any a 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) All such amounts pursuant to Section 2.11(c) (as to Upon the expiration of any insurance Letter of Credit, 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 determinedany Letter of Credit, the allocation and application of those proceeds Borrowers shall be determined immediately prepay the Loans then outstanding with the cash collateral held by the Administrative Agent, applicable L/C Issuer on account of such Letter of Credit 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 an amount equal 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 the expiration of a Eurodollar Revolving Borrowingsuch Letter of Credit, not later than 2:00 p.m.the aggregate amount of Cash Collateral held by the applicable L/C Issuer on account of such Letter of Credit prior to giving effect to such prepayment, Chicago time, three Business Days before the date of prepayment or and (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before any reduction in the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such Letter of Credit, (A) the aggregate amount of Cash Collateral held by the applicable L/C Issuer on account of such Letter of Credit prior to giving effect to such prepayment minus (B) the amount of cash collateral required to Cash Collateralize the aggregate undrawn amount available to be prepaid; provided thatdrawn on such Letter of Credit, if a notice of prepayment is given in connection with a conditional notice of termination of after giving effect to the Commitments as contemplated by Section 2.9reduction thereof, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating 2.03(f). (e) Prepayments made pursuant to a Revolving BorrowingSections 2.04(b), the Administrative Agent shall advise the Lenders of 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 (c) and (d) above, first, shall be applied ratably to the outstanding Revolving Loans included in the prepaid Borrowing. Prepayments Loans; second, shall be accompanied by accrued interest used to Cash Collateralize the remaining L/C Obligations with respect to all Standby Letters of Credit and Guaranteed Commercial Letters of Credit (to the extent required that any such L/C Obligations are not already Cash Collateralized); third, shall be applied ratably to the outstanding Term Loan; and fourth, the amount remaining, if any, after the prepayment in full of all Revolving Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by Section 2.13the Borrowers for use in the ordinary course of their business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the applicable L/C Issuer.

Prepayments. (a) The Borrower may at Borrowers shall have no right to prepay the principal amount of any time and from time to time prepay Term Loan, Revolving Credit Loan or any Borrowing Swing Loan other than as provided in 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 owing pursuant to Section 2.162.7. (b) Except The Borrowers may at any time prepay the outstanding principal amount of the Swing Loans in whole or ratably in part. (i) The Borrowers may at any time prepay the outstanding principal amount of the Loans in whole or ratably in part with the proceeds of Collateral. (ii) The Borrowers may, upon at least one Business Day's prior notice to the Agent stating the proposed date of the prepayment, prepay the outstanding principal amount of the Loans in whole (together with accrued interest to the date of such prepayment) or ratably in part. Upon the giving of such notice of prepayment, the principal amount of the Loans specified to be prepaid shall become due and payable on the date specified for Overadvances permitted under Section 2.5each such prepayment. (iii) The Borrowers shall, in on each Business Day, prepay an aggregate principal amount of the event Revolving Credit Loans (to the extent applicable, comprising part of the same Borrowing) and on such occasion that Swing Loans equal to the total Revolving Exposure exceeds the lesser of amount by which (A) (I) the sum of the aggregate principal amount of Revolving Commitments or Credit Loans, Letter of Credit Obligations and Swing Loans then outstanding minus (II) the aggregate amount then on deposit in the Concentration Account, the Investment Account and the L/C Cash Collateral Account exceeds (B) the lesser of the Revolving Credit Commitments and the Borrowing Base. (iv) The Borrowers shall, on the date of receipt of the Net Cash Proceeds by any Borrower shall or any of its Subsidiaries from the sale, lease, transfer or other disposition of any Term Priority Collateral, prepay an aggregate principal amount of the Revolving Loans, LC Exposure and/or Swingline Term Loans in an aggregate amount equal to the amount of such excess. (c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of Proceeds. To the Borrower or any Guarantor in respect of any Prepayment Event, the Borrower shall, five Business Days after extent such Net Cash Proceeds are received by in excess of the Borrower or Borrowers' Obligations in respect of the Term Loan, the Borrowers shall use such excess to prepay outstanding fees and interest owed in respect of Revolving Credit Loans, then the principal amount of Revolving Credit Loans. (v) Any prepayment of the Revolving Credit Facility made pursuant to this Section 2.7(c) shall be applied first to the outstanding fees and interest owed in respect of any GuarantorSwing Loans outstanding, prepay then to any outstanding principal in respect of any Swing Loans and, if no Swing Loans are outstanding, then, to the Revolving Credit Loans outstanding. If (A) the only Loans outstanding are Eurodollar Rate Loans, (B) there are no Letter of Credit Obligations as immediately due and payable, (C) the application of such immediately available funds will cause the Borrowers to incur an obligation under Section 10.4 and (D) there is no Default then continuing, then such prepayment shall be deposited into the Investment Account and shall be retained therein until one of the conditions set forth in clauses (A) through (D) are no longer met, in which case such funds shall be applied as provided in this Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds2.7(c); provided, however, if on that at any date time 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 Collateralonly condition not met is the condition specified in clause (B), then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of then such proceeds, such Net Cash Proceeds funds shall be applied at to fund the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d)L/C Cash Collateral Account. (d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceedsimmediately available funds in the Concentration Account, the Blocked Account and the Investment Account shall be applied on the date on which they are immediately available first to the extent they arise from casualties or losses outstanding fees and interest owed in respect of Swing Loans, next 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing the Swing Loans, next to the outstanding fees and interest owed in respect of the Revolving Credit Loans, next to the principal amount of the Revolving Credit Loans, and next to the other Obligations (other than any Letter of Credit Obligations or portion thereof to be prepaidany Obligations in respect of Term Loans), as more fully described in Section 5 of the Cash Collateral Account Agreement. Thereafter, the Borrowers may direct the disposition of any funds remaining in the Concentration Account, the Blocked Account and the Investment Account; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9Default shall have occurred and be continuing, then such notice of prepayment may be revoked if such notice of termination is revoked funds in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowingthe Concentration Account, the Administrative Agent Blocked Account and the Investment Account shall advise be used to cash collateralize the Lenders Letter of Credit Obligations, and thereafter, the Borrowers shall direct the disposition of such remaining funds. (e) All proceeds of Collateral (other than the Term Priority Collateral) received by the Secured Parties after the giving of notice to the Borrowers pursuant to clause (i) or (ii) of the contents thereof. Each partial prepayment first sentence of any Revolving Borrowing Section 8.2 shall be applied first to fund the L/C Cash Collateral Account, and if the L/C Cash Collateral Account has been fully funded pursuant to Section 8.3, to outstanding fees and interest owed in an aggregate respect of Swing Loans, next to the principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably the Swing Loans, next to the outstanding fees and interest owed in respect of the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest Credit Loans, next to the extent required by principal amount of the Revolving Credit Loans, and next to the other Obligations (other than any Letter of Credit Obligations or any Obligations in respect of Term Loans), as more fully described in Section 2.135 of the Cash Collateral Account Agreement.

Prepayments. (ai) The Borrower may shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, part without premium or penalty, (but subject to prior notice Section 2.10 and except as provided in accordance with this Section). (ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (ea) (A) on or prior to the No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments. (iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Section 2.11; provided, Agreement such that if a Eurodollar Loan the Weighted Average Yield on such Tranche B II Term Loans is prepaid on any day other less than the last day Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to the first anniversary of the Interest Period Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (iv) In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B III Term Loans is less than the Weighted Average Yield applicable theretoto such Tranche B III Term Loans on the Third Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2012 shall be accompanied by a prepayment fee equal to 1.00% of the Borrower aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (v) In the event that all or any portion of the Tranche B 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2019 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall also pay be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vi) In the event that all or any amounts owing pursuant portion of the Tranche B 2016 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2016 Term Loans is less than the Weighted Average Yield applicable to Section 2.16such Tranche B 2016 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vii) In the event that all or any portion of the Tranche B-II 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2019 Term Loans on the Fifth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (viii) In the event that all or any portion of the Tranche B-III 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-III 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-III 2019 Term Loans on the Sixth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 12, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (ix) In the event that all or any portion of the Tranche B 2020 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2020 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2020 Term Loans on the Seventh Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 16, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) When the aggregate Revolving Commitments or (B) the Borrowing Baseamount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate the amount equal of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender elections not to accept such excessprepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a Subsidiary of the Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and the amount of Excess Proceeds shall be reset to zero. Notwithstanding the foregoing, any Excess Proceeds required to be applied to Loans pursuant to this Section 2.05(b) shall be applied ratably among the Loans and, to the extent required by the terms of any Permitted First Lien Indebtedness or Permitted First Lien Refinancing Indebtedness, the principal amount of such Permitted First Lien Indebtedness and Permitted First Lien Refinancing Indebtedness then outstanding, and the prepayment of the Loans required pursuant to this Section 2.05(b) shall be reduced accordingly. (c) In the event and on each occasion that Not fewer than 30 days prior to any Net Cash Proceeds are received by payment or on behalf prepayment of any principal amount of the Borrower or any Guarantor in respect of any Prepayment EventLoan Proceeds Note, 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 thereof and shall, on the date of such payment or prepayment, subject to paragraph (ande) below, in prepay the case Loans at a price equal to the principal amount of the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such payment or prepayment of a Swingline Loanthe Loan Proceeds Note, the Swingline Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and (ii) the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below. (d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at the expiration of such 30 Business Day period, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the principal amount of the Loans prepaid to such Lender. (e) With respect to any proposed mandatory prepayment of the Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be paid to the Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (e), such Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof. (f) The Borrower (or Level 3 on its behalf) shall notify the Administrative Agent by telephone (confirmed by facsimiletelecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 1:00 p.m., Chicago New York City time, three two Business Days before the date of prepayment or (ii) in such lesser period as may be acceptable to the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepaymentAdministrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; provided thatprepaid and, if in the case of a notice of prepayment is given in connection with mandatory prepayment, a conditional notice of termination reasonably detailed calculation of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 such prepayment and, in the case of a Revolving Borrowing shall be applied ratably prepayment pursuant to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.clause (a) of

Prepayments. (a) The Borrower may at any time and from time to time prepay any Borrowing Loans, in whole or in part, without premium or penalty, subject upon notice delivered to the Administrative Agent no later than 1:00 p.m., New York City time, not less than three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 1:00 p.m., New York City time, on the date of such notice, in the case of ABR Loans, which notice in accordance with paragraph (e) shall specify the date and amount of this Section 2.11prepayment and the Loans to be prepaid; providedprovided that, that if a Eurodollar Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.162.13. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. Partial prepayments of Loans under the Revolving Facility shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or if less, the remaining outstanding principal amount thereof). (b) Except If at any time for Overadvances permitted under Section 2.5, in any reason the event and on such occasion that sum of the total Outstanding Revolving Exposure Credit exceeds the lesser of (A) the aggregate Total Revolving Commitments or (B) the Borrowing BaseCommitments, the Borrower shall upon learning thereof, or upon the request of the Administrative Agent, immediately prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate principal amount at least equal to the amount of such excess. (c) 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, Not later than five Business Days after such following the receipt of any Net Available Cash Proceeds are received of any Asset Disposition, Sale/Leaseback Transaction pursuant to Section 6.08(b) or Casualty Event by the Borrower or any Guarantorof its Restricted Subsidiaries, the Borrower shall prepay any outstanding Revolving Loans (without any corresponding permanent reduction in the Obligations as set forth in Section 2.11(dRevolving Commitments) below in an aggregate amount equal to 100% of such Net Available Cash Proceeds; providedless the aggregate amount of such Net Available Cash that is, howeveror is required to be, if on applied to the prepayment, redemption, repurchase or defeasance of any date Senior Indebtedness of the Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries (including any Incremental Term Loans); provided that: (i) the Borrower and its Restricted Subsidiaries shall receive not be required to apply any Net Available Cash Proceeds from any Asset Sale in accordance with this Section 2.08(c) except to the extent that the aggregate Net Available Cash received by the Borrower and its Restricted Subsidiaries which is not otherwise applied in accordance with this Section 2.08(c) exceeds $50,000,000, and (ii) such proceeds shall not be required to be so applied on such date to the extent that the Borrower shall have delivered a certificate of a Financial Officer to the Administrative Agent on or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall prior to such date stating that such Net Available Cash is expected to be delivered reinvested in respect thereof the business of the Borrower and its Restricted Subsidiaries within five Business Days after 12 months following the date of receipt of such proceedsNet Available Cash; provided that if all or any portion of such Net Available Cash is not so reinvested within such 12-month period, such period may be extended for an additional 180 days if such Net Available Cash has been committed to be reinvested within such 12-month period and is so reinvested within such additional 180-day period; provided that if all or any portion of such Net Cash Proceeds is not so reinvested within such additional 180-day period, such unused portion shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 such period as a mandatory prepayment as provided in this Section 2.08(c) or to 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 (andprepayment, in the case of prepayment of a Swingline Loanredemption, the Swingline Lender) by telephone (confirmed by facsimile) repurchase or defeasance 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination Senior Indebtedness of the Commitments as contemplated by Section 2.9, then such notice Borrower or any of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of its Restricted Subsidiaries (including any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13Incremental Term Loans).

Prepayments. (a) The Borrower may Luxco covenants and agrees that at no time will the Aggregate Purchase Price exceed the Facility Amount “such excess being an “Overage”). If at any time an Overage exists, such event shall not constitute an Event of Default only if Luxco shall immediately prepay the Aggregate Purchase Price so that, upon the receipt and from time to time prepay any Borrowing in whole or in partapplication of such prepayment, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, that if a Eurodollar Loan such overage is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.16eliminated. (b) Except Luxco may, at any time on 3 Business Days’ prior written notice to TCO, prepay all or any portion of the Murabaha Price for Overadvances permitted under Section 2.5, a Transaction prior to the then-scheduled Transaction Payment Date therefor (and without reduction in the event and on such occasion that the total Revolving Exposure exceeds the lesser Murabaha Price as a result of (Asuch prepayment) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal such minimum amounts as TCO may from time to such excesstime determine. (c) Not later than the third Business Day following the receipt by Tensar Holdings, Luxco or any of the Subsidiaries of Net Cash Proceeds arising from completion of any Asset Sale or the occurrence of any Recovery Event, and to the extent that less than 100% of the Net Cash Proceeds from such Asset Sale or Recovery Event have been applied towards the payment of the Acquisition Cost of the Leased Assets under the Lease Agreement pursuant to an exercise of the Asset Sales Option under the Put Option Letter, Luxco shall remit any such excess Net Cash Proceeds to TCO to repay the Aggregate Murabaha Price at such time. (d) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of an Equity Issuance occurs, and to 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 extent that less than 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 Collateralsuch Equity Issuance have been applied towards the payment of the Acquisition Cost of the Leased Assets under the Lease Agreement pursuant to an exercise of the Equity Issuance Option under the Put Option Letter, then, unless a Reinvestment Notice Luxco shall be delivered in respect thereof within five Business Days after receipt of remit such proceeds, such excess Net Cash Proceeds shall be applied to TCO to repay the Aggregate Murabaha Price at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 2.16time. (e) The Borrower In the event that any Tensar Party receives Net Cash Proceeds from the issuance or other incurrence of Financing Obligations of any Tensar Party (other than Financing Obligations permitted to be incurred under Section 1.01 of Schedule 4 hereto), and to the extent that less than 100% of the Net Cash Proceeds from the issuance or incurrence of such Financing Obligations have been applied towards the payment of the Acquisition Cost of the Leased Assets under the Lease Agreement pursuant to an exercise of the Financing Obligation Option under the Put Option Letter, Luxco shall notify remit such excess Net Cash Proceeds to TCO to repay the Administrative Agent Aggregate Murabaha Price at such time. (andf) Not later than the earlier of (1) 90 days after the end of each fiscal year of Tensar Holdings, commencing with the fiscal year ending on December 31, 2006, and (2) the date which is five Business Days after the date on which the financial statements with respect to such period are delivered pursuant to Schedule 3 hereto, and to the extent that an amount less than (A) the ECF Percentage times (B) the Excess Cash Flow for the fiscal year then ended has been applied towards the payment of the Acquisition Cost of the Leased Assets under the Lease Agreement pursuant to an exercise of the ECF Option under the Put Option Letter, Tensar Holdings shall remit such excess amount to TCO to repay the Aggregate Murabaha Price at such time. (g) Notwithstanding any other provision of this Agreement, in the case event that it becomes unlawful for TCO to enter into Transactions then TCO shall promptly notify Luxco thereof and, effective upon such notice, TCO’s obligation to enter into Transactions hereunder shall be suspended and the Murabaha Price shall become immediately due and payable. Upon the termination of prepayment of a Swingline Loansuch situation, if at all, prior to the Termination Date, the Swingline Lender) by telephone (confirmed by facsimile) obligation of any prepayment TCO to enter into Transactions 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13reinstated.

Prepayments. (a) If, following a determination of the Approved Borrowing Base resulting in a reduction thereof, Consolidated Debt exceeds such reduced Approved Borrowing Base (any such excess on the date of such determination (solely to the extent of such reduction), as decreased by any subsequent reduction in Consolidated Debt or increase in the Approved Borrowing Base, a "Permitted Shortfall"), the Borrowers shall, on the date which is six months following the date of such determination, prepay Loans in an aggregate principal amount equal to the amount of such Permitted Shortfall, if any, on such date of prepayment. If Consolidated Debt exceeds the Approved Borrowing Base as a result of the incurrence of MEC Reimbursement Obligations and/or MEC Loans, the Borrowers shall, on the date which is 60 days following the date of such incurrence, prepay Loans in an aggregate principal amount equal to the amount, if any, by which Consolidated Debt exceeds the Approved Borrowing Base on such date of prepayment (excluding any Permitted Shortfall which is subject to prepayment pursuant to the immediately preceding sentence). If Consolidated Debt exceeds the Approved Borrowing Base other than as a result of (i) a determination of the Approved Borrowing Base resulting in a reduction thereof or (ii) the incurrence of MEC Reimbursement Obligations and/or MEC Loans, the Borrowers shall immediately prepay Loans in an aggregate principal amount equal to the amount of such excess until such excess has been reduced to zero (whether such reduction results from such prepayments, from other reductions in Consolidated Debt or otherwise). (b) The Borrower Borrowers may as provided in this subsection at any time and from time to time prepay any Borrowing the Loans, in whole or in part, without premium or penalty, subject upon at least three Business Days' prior written or telecopy notice to prior notice in accordance with paragraph (e) the Administrative Agent, specifying the date and amount of this Section 2.11; providedprepayment. Prepayments of Loans shall first be applied to ABR Rate Loans to the extent thereof, that if a before prepayment of Eurodollar Loan is prepaid on Loans or CD Rate Loans. Prepayment of any day other than of the Eurodollar Loans or CD Rate Loans may only be made upon the last day of the relevant Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.16. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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 Period. Upon receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents promptly notify each Bank thereof. Each partial prepayment The payment amount specified in such notice shall be due and payable on the date specified, together with accrued interest to such date on the amount prepaid. Partial optional prepayments of any Revolving Borrowing Loans shall be in an 62 30 aggregate principal amount of $500,000 5,000,000 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 2.13.

Prepayments. (ai) The Borrower may shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, part without premium or penalty, (but subject to prior notice Section 2.10 and except as provided in accordance with this Section). (ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (ea) (A) on or prior to the No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments. (iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Section 2.11; provided, Agreement such that if a Eurodollar Loan the Weighted Average Yield on such Tranche B II Term Loans is prepaid on any day other less than the last day Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to the first anniversary of the Interest Period Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (iv) In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B III Term Loans is less than the Weighted Average Yield applicable theretoto such Tranche B III Term Loans on the Third Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2012 shall be accompanied by a prepayment fee equal to 1. 00% of the Borrower shall also pay any amounts owing pursuant aggregate principal amount of such prepayment or the aggregate principal amount subject to Section 2.16such repricing or refinancing. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) When the aggregate Revolving Commitments or (B) the Borrowing Baseamount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate the amount equal of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender elections not to accept such excessprepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a Subsidiary of the Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and the amount of Excess Proceeds shall be reset to zero. (c) In the event and on each occasion that Not fewer than 30 days prior to any Net Cash Proceeds are received by payment or on behalf prepayment of any principal amount of the Borrower or any Guarantor in respect of any Prepayment EventLoan Proceeds Note , 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 thereof and shall, on the date of such payment or prepayment, subject to paragraph (ande) below, in prepay the case Loans at a price equal to the principal amount of the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such payment or prepayment of a Swingline Loanthe Loan Proceeds Note, the Swingline Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and (ii) the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below. (d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at the expiration of such 30 Business Day period, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the principal amount of the Loans prepaid to such Lender. (e) With respect to any proposed mandatory prepayment of the Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be paid to the Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (e), such Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof. (f) The Borrower (or Level 3 on its behalf) shall notify the Administrative Agent by telephone (confirmed by facsimiletelecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 1:00 p.m., Chicago New York City time, three two Business Days before the date of prepayment or (ii) in such lesser period as may be acceptable to the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepaymentAdministrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; provided thatprepaid and, if in the case of a notice of prepayment is given in connection with mandatory prepayment, a conditional notice of termination reasonably detailed calculation of the Commitments as contemplated by Section 2.9amount of such prepayment and, then in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such notice of prepayment may shall be revoked if such notice of termination is revoked in accordance with Section 2.9applied. Promptly following receipt of any such notice relating to a Revolving Borrowingnotice, the Administrative Agent shall advise the Lenders of 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 2.132.07. If any prepayment pursuant to this Section is made by the Borrower other than on the last day of the Interest Period applicable to any prepaid Eurodollar Loans, the Borrower shall also pay to each Lender (other than any Declining Lender) on the date of such prepayment any amount owing to such Lender pursuant to Section 2.10.

Prepayments. (a) The Borrower may at any time prepay without premium or penalty and from time to time prepay any Borrowing in whole or in part (but, if in part, without premium then (i) in an amount not less than $2,000,000 and integral multiples of $1,000,000 in excess thereof, and (ii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurodollar Loans upon three (3) Business Days’ prior irrevocable notice to the Administrative Agent or, in the case of a Borrowing of Base Rate Loans, irrevocable notice delivered to the Administrative Agent no later than 12:00 noon (New York time) on the date of prepayment, such prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurodollar Loans, any amounts owing under Section 2.11 hereof as a result of such prepayment shall be paid contemporaneously with such prepayment. The Administrative Agent will promptly advise each Bank of any such prepayment notice it receives from Borrower. Any amount paid or penaltyprepaid before the Termination Date may, subject to prior notice in accordance with paragraph (e) the terms and conditions of this Section 2.11; providedAgreement, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable theretobe borrowed, the Borrower shall also pay any amounts owing pursuant to Section 2.16repaid and borrowed again. (b) Except If the aggregate amount of outstanding Loans and L/C Obligations shall at any time for Overadvances permitted under Section 2.5, any reason exceed the Commitments then in effect or the event and on such occasion that the total Revolving Exposure amount of L/C Obligations at any time outstanding attributable to Marketing Subsidiary Letters of Credit exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing BaseMarketing Subsidiary Sublimit, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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 immediately and without notice or demand, pay 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 excess to 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 Administrative Agent for the ratable benefit of the Banks as a Reinvestment Notice shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 if necessary, a prefunding of Letters of Credit. Immediately upon determining the occurrence and during the continuance of a Default or Event of Default, need 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 make 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 such prepayment 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of such required prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to the extent required by Section 2.132.11.

Prepayments. Subject to Sections 3.03 through 3.18 hereof: (a) The Borrower may at any time and from time to time prepay any Borrowing in whole or in part, without premium or penalty, subject to the Tranche B Base Rate Loans upon one (1) Business Day's 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 owing pursuant to Section 2.16. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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) Agent (which 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 promptly notify the Administrative Agent (andLenders), 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such which notice shall be irrevocable and 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 Tranche B Notes) and may be revocable or irrevocable and effective only upon receipt by the Agent, provided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. The Borrower may prepay all or any portion of Tranche B Eurodollar Loans upon not less than three (3) Business Day's prior notice to the 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 Tranche B Notes) and may be revocable or irrevocable and effective only upon receipt by the Agent, provided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. In addition, prepayments of Tranche B Eurodollar Loans shall be subject to the terms of Section 5.05; (b) If, at any time, the outstanding aggregate principal amount of each Borrowing the Tranche B Loans plus the Tranche B LC Exposure exceeds either the Aggregate Tranche B Commitments or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving BorrowingAggregate Maximum Tranche B Credit Amounts, the Administrative Agent Borrower shall advise (i) prepay the Lenders Tranche B Loans on the date of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be such termination or reduction in an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably equal to the Revolving Loans included excess, together with interest accrued on the principal amount pre-paid to the date of such prepayment and (ii) if any excess remains after prepaying all of the Tranche B Loans, pay to the Agent on behalf of the Lenders an amount equal to the excess to be held as cash collateral in the prepaid BorrowingCollateral Account as provided in Section 2.10(b) hereof; (c) The Borrower shall instruct Halliburton to pay all Initial Participation Payments to the Collateral Account. Prepayments The Agent shall be accompanied by accrued interest hold each such payment at the direction of the Borrower, except to the extent that the Aggregate Tranche B Commitments or the Aggregate Maximum Tranche B Credit Amounts are or would be less than the outstanding Tranche B Indebtedness at the time of the receipt by the Agent of an Initial Participation Payment, in which case the Borrower hereby authorizes and instructs the Agent to immediately apply all or a portion of such Initial Participation Payment to the repayment of Tranche B Indebtedness or to deposit same as cash collateral in the Collateral Account, as the case may be, as required by Section 2.132.07(b) so that the outstanding Tranche B Indebtedness does not exceed either the Aggregate Tranche B Commitments or the Aggregate Maximum Tranche B Credit Amounts at the time of such Initial Participation Payment; and (d) Prepayments permitted or required under this Section 2.07 shall be without notice, premium or penalty, except as required under Section 5.05 for prepayment of Tranche B Eurodollar Loans. Any prepayments on the Tranche B Loans may be reborrowed subject to the then effective Aggregate Maximum Tranche B Credit Amounts.

Prepayments. (a) The Each Borrower may may, upon notice to the Agent, (i) before 10:00 a.m. (New York City time) for Base Rate Advances on the date of prepayment and (ii) upon at any time least two Business Days' notice to the Agent for Eurodollar Rate Advances, stating the proposed date and from time to time aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, prepay any the outstanding principal amount of the Revolving Credit Advances comprising part of the same Revolving Credit Borrowing in whole or ratably in part, without premium or penalty, subject together with accrued interest 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 owing pursuant to Section 2.16. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 such prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and on the principal amount of each Borrowing or portion thereof prepaid and amounts, if any, required to be prepaidpaid pursuant Section 8.4(c) as a result of such prepayment; provided that, if a notice of that each prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by pursuant to this Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing 2.5(a) shall be in an aggregate principal amount of $500,000 5,000,000 or a whole an integral multiple of $1,000,000 in excess thereof. Each prepayment . (b) Additionally, if at any date the sum of a the aggregate amount of all Revolving Borrowing shall be applied Credit Advances owed to any Bank by any Borrower plus the aggregate amount of all Letter of Credit Liabilities held by such Bank for all Letters of Credit issued at the request of such Borrower exceeds such Bank's Revolving Credit Commitment for such Borrower at such date, such Borrower shall, on such date, ratably to repay the Revolving Loans included Credit Advances owed by such Borrower in a principal amount necessary so that (after giving effect to such repayment) the prepaid Borrowing. Prepayments sum, for each Bank, of the aggregate amount of all Revolving Credit Advances owed to such Bank by such Borrower plus the aggregate amount of all Letter of Credit Liabilities held by such Bank for all Letters of Credit issued at the request of such Borrower does not exceed such Bank's Revolving Credit Commitment for such Borrower at such date. (c) At the time of each payment pursuant to Section 2.5(b) by a Borrower, such Borrower shall be accompanied by also pay accrued interest to the date of such payment on the principal amount paid and amounts, if any, required to be paid pursuant to Section 8.4(c) as a result of such payment. To the extent that any amount would be required hereunder to be applied to Revolving Credit Advances owed by Section 2.13any Borrower but for the fact that no Revolving Credit Advances to such Borrower remain outstanding, such Borrower will cause such amount first, to be paid on any outstanding unreimbursed drawings under Letters of Credit issued at the request of such Borrower and, second to be deposited in an LC Cash Collateral Account in respect of such Borrower. (d) All xxxxxxs received by the Collateral Agent pursuant to any Security Document shall be applied first, to reimburse the Collateral Agent for all costs, fees, expenses and other amounts to the extent provided in such Security Document, second, to ratably pay the principal of and interest of the Revolving Credit Advances and unpaid drawings under Letters of Credit, third to ratably pay all other Obligations, and fourth to be deposited in one or more LC Cash Collateral Accounts to the extent any Letters of Credit are ouxxxxxxxng.

Prepayments. (ai) The Borrower may at any time and from time to time prepay any Borrowing in whole or in partIf, without premium or penalty, subject to prior notice in accordance with paragraph (e) as 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 theretoany month, the Borrower shall also pay any amounts owing pursuant to Section 2.16. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or sum of the outstanding principal balance of the Term Loan on such date plus the Revolver Usage on such date exceeds (B) the Borrowing Baseproduct of (I) 67% times (II) TTM Recurring Revenues calculated as of the last month for which financial statements have most recently been delivered pursuant to Section 5.3 (the “Loan Limit” and such excess being referred to as the “Limiter Excess”), the Borrower then Borrowers shall immediately prepay the Revolving Loans, LC Exposure and/or Swingline Loans Obligations in accordance with Section 2.4(d)(i) in an aggregate amount equal to such excessthe Limiter Excess. (cii) In Immediately upon the event and on each occasion that receipt by Borrowers or any of their Subsidiaries of the proceeds of any voluntary or involuntary sale or disposition by Borrowers or any of their Subsidiaries of property or assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under the definition of Permitted Dispositions) which exceed $500,000 in the aggregate in any fiscal year, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(d)(ii) in an amount equal to 100% of the Net Cash Proceeds are (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or on behalf dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing, (B) Administrative Borrower shall have given Agent prior written notice of Borrowers’ intention to apply such monies to the costs of replacement of the Borrower properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrowers or their Subsidiaries, and (C) Borrowers or their Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, Borrowers and their Subsidiaries shall have the option to apply such monies to the costs of replacement of the property or assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of Borrowers and their Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase or construction being made or completed, in which case, any amounts remaining in the cash collateral account shall be paid to Agent and applied in accordance with Section 2.4(d)(ii). Nothing contained in this Section 2.4(c)(ii) shall permit Borrowers or any Guarantor in respect of their Subsidiaries to sell or otherwise dispose of any Prepayment Event, property or assets other than in accordance with Section 6.4. (iii) Immediately upon the Borrower shall, five Business Days after such Net Cash Proceeds are received receipt by the Borrower Borrowers or any Guarantorof their Subsidiaries of any Extraordinary Receipts which exceed $500,000 in the aggregate in any fiscal year, Borrowers shall prepay the outstanding principal amount of the Obligations as set forth in accordance with Section 2.11(d2.4(d)(ii) below in an aggregate amount equal to 100% of such Net Cash Proceeds; providedExtraordinary Receipts, however, if on net of 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 reasonable expenses incurred in respect thereof within five Business Days after receipt of collecting such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d)Extraordinary Receipts. (div) All Immediately upon the issuance or incurrence by Borrowers or any of their Subsidiaries of any Indebtedness (other than Indebtedness permitted under Section 6.1) or the issuance by Borrowers or any of their Subsidiaries of any shares of Borrowers’ Stock or their Subsidiaries’ Stock (other than in the event that Borrowers or any of Subsidiary of a Borrower forms a Subsidiary in accordance with the terms hereof, the issuance by such amounts pursuant Subsidiary of Stock to Section 2.11(c) (a Borrower or such Subsidiary, as to any insurance or condemnation proceedsapplicable, and other than with respect to the extent they arise from casualties or losses to cash or Inventory) items disclosed on Schedule 2.4(c)), Borrowers 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked Obligations in accordance with Section 2.92.4(d)(ii) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such issuance or incurrence. Promptly following receipt The provisions of this Section 2.4(c)(iv) shall not be deemed to be implied consent to any such notice relating to a Revolving Borrowing, issuance or incurrence otherwise prohibited by the Administrative Agent shall advise the Lenders terms and conditions of the contents thereof. Each partial prepayment of any Revolving Borrowing this Agreement. (v) Borrowers shall be in an aggregate permitted to prepay the outstanding principal amount of $500,000 the Obligations and accrued and unpaid interest without premium or a whole multiple thereof. Each penalty, except for prepayment of a Revolving Borrowing shall premiums required to be applied ratably paid pursuant to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13Fee Letter.

Prepayments. (ai) The Borrower may at If, prior to Closing, Seller pays any time and from time license fees, tariffs, rentals, service fees, payments for utilities, payments for Inventory, or other similar obligations with respect to time prepay any Borrowing the Assets or Seller's Business which under GAAP are attributable, in whole or in part, without premium or penaltyto the period after the Closing Date, subject Seller shall be entitled 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 owing pursuant to Section 2.16. (b) Except for Overadvances permitted under Section 2.5, credit in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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 Adjustment Amount with 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 portion thereof which under GAAP is attributable 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, period 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidClosing Date; provided that, if Seller shall not be entitled to a notice credit under this Section for the prepayment of prepayment any accounts payable of Seller for the purchase by Seller, the shipment to Seller or the handling prior to delivery to Seller of any Inventory to the extent Seller is given paid for such Inventory pursuant to Section 3.3 and such accounts payable are not deducted in connection determining the Purchase Price for such Inventory. If, prior to Closing, Seller is paid any license fees, tariffs, rentals, service fees, payments for utilities, or other similar revenues with respect to the Assets or Seller's Business which under GAAP are attributable, in whole or in part, to the period after the Closing Date, Refinery Buyer shall be entitled to a conditional notice credit in the Adjustment Amount with respect to the portion thereof which under GAAP is attributable to the period after the Closing Date. (ii) Refinery Buyer acknowledges that, from time to time, Seller enters into agreements for the future delivery of termination crude oil necessary for the continued operation of the Commitments Facility, and that Seller may deem it necessary to enter into such agreements following the date hereof and through the Closing Date. Refinery Buyer further acknowledges that some of those agreements require Seller to prepay for such future deliveries of crude oil and others require that Seller provide the crude oil supplier with letters of credit issued on behalf of Seller to secure Seller's obligation to pay for such future deliveries of crude oil ("Crude Supply LCs"). Prior to Closing, Seller and Buyers shall (a) amend SCHEDULE A-3 to include any such crude oil supply agreements entered into by Seller as contemplated in this paragraph (ii) of Section 3.4 and (b) amend SCHEDULE 9.7 to include any such Crude Supply LCs issued on behalf of Seller as contemplated in this paragraph (ii) of Section 3.4. At Closing, Seller shall be entitled to a credit in the Adjustment Statement for such prepayments for crude oil to the extent such crude oil is not delivered at the Facility prior to Closing. At Closing, Refinery Buyer shall cause to be delivered to each applicable beneficiary of such Crude Supply LCs a replacement letter of credit or other obligation deemed satisfactory by such beneficiary and shall cause the release as of the Closing Date of Seller and its Affiliates from all obligations and liabilities relating to such Crude Supply LCs, in the manner provided in Section 2.99.7 with respect to Existing Credit Support, then provided that, Refinery Buyer shall be entitled to a credit in the Adjustment Statement for the unpaid cost of any such notice crude oil which has been received at the Facility prior to the Closing and for which Refinery Buyer causes to be delivered to the applicable beneficiary a replacement letter of prepayment may credit pursuant to this paragraph (ii) of Section 3.4. Not less than two days prior to the Closing Date, Seller will provide Refinery Buyer with an estimate of the aggregate amounts of (a) prepayments for crude oil, (b) Crude Supply LCs and (c) crude oil received under Crude Supply LCs, as contemplated in this paragraph (ii) of Section 3.4, which amounts will be revoked if such notice of termination is revoked calculated by Seller from Sellers' books and records and reflected in the Adjustment Statement, subject to post-Closing review and adjustment in accordance with the provisions of Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.133.5.

Prepayments. (a) The Borrower may may, upon at any time least ten (10) Business Days' prior notice to the Lender, stating the proposed date and from time to time aggregate principal amount of the prepayment, prepay any Borrowing the outstanding principal amount of the Loans in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, however, that if a any prepayment of the Loans bearing interest at the Eurodollar Loan is prepaid on any day Rate made other than on the last day of the an Interest Period applicable theretofor the Loans to be repaid shall be subject to payment by the Borrower to the Lender of any costs, fees or expenses incurred by the Lender in connection with such prepayment including, without limitation, any costs to unwind any Eurodollar Rate contracts or Interest Rate Contracts. Upon the giving of such notice of prepayment by the Borrower, the Borrower principal amount of the Loans specified to be prepaid shall also pay any amounts owing pursuant to Section 2.16become due and payable on the date specified for such prepayment. (b) Except for Overadvances permitted under Section 2.5, in If at any time the event and on aggregate principal amount of Loans outstanding at such occasion that the total Revolving Exposure time exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing BaseCommitment, the Borrower shall forthwith prepay the Revolving Loans, LC Exposure and/or Swingline Loans then outstanding in an aggregate amount equal to such excess, together with accrued interest. (c) In The Borrower shall forthwith prepay 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 Loans upon receipt by the Borrower or any Guarantor, prepay the Obligations as set forth its Subsidiaries of Asset Sale Proceeds in Section 2.11(d) below connection with an Asset Sale of a Mortgaged Property in an aggregate amount equal to 100% such Asset Sale Proceeds, together with accrued interest to the date of such Net Cash Proceeds; provided, however, if prepayment 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d)principal amount prepaid. (d) All such amounts pursuant to Section 2.11(c) (as to Upon receipt by the Borrower or its Subsidiaries of proceeds of any insurance issuance of debt or condemnation proceedsequity securities, the Borrower shall forthwith prepay the Loans and the Loans made under the Other Supplemental Facility and the Existing Facility in the following order: First, to the extent they arise from casualties or losses repayment of the Loans made under this Agreement, Second, to cash or Inventorythe repayment of the Loans made under the Other Supplemental Facility, Third, to the Term Loan (as defined in the Existing Facility) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro ratamade under the Existing Facility, and second Fourth, to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction as defined in the Revolving Commitment and, after Existing Facility) made under 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 2.16Existing Facility. (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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13.

Prepayments. (a) The Borrower Any LOC Liquidity Disbursement or Dollar Thrifty Reimbursement Share of any LOC Termination Disbursements may at any time and from time to time prepay any Borrowing be prepaid in whole or in partpart at any time, without premium or penalty, subject to provided that (i) Dollar Thrifty Funding shall have given the Series 1998-1 Letter of Credit Provider not less than three (but in any event not more than five) Business Days’ prior notice thereof in accordance with paragraph (e) the case of this Section 2.11; provided, that if a Eurodollar Loan Advance hereunder, (ii) each prepayment of a LOC Liquidity Disbursement or Dollar Thrifty Reimbursement Share of any LOC Termination Disbursement shall be accompanied by the payment of accrued interest on the amount prepaid to but not including the date of repayment and shall be made prior to 12:00 noon New York City time on such date and (iii) if any portion of a Eurodollar Advance hereunder is prepaid repaid on any a day other than the last day of the an Interest Period applicable thereto, such prepayment shall be accompanied by the Borrower shall also pay payment of any amounts amount owing pursuant to Section 2.162.10 hereof. (b) Except for Overadvances If Commercial Paper Notes can be issued on any day when LOC Liquidity Disbursements are Outstanding, then Dollar Thrifty Funding agrees to issue such Commercial Paper Notes to the extent it is permitted to do so under Section 2.5the Depositary Agreement and the Liquidity Agreement and, if any of the proceeds of such Commercial Paper Notes are not necessary to repay in the event and full all Commercial Paper Notes maturing on such occasion that day, for pro rata application to (i) reimburse the total Revolving Exposure exceeds Liquidity Lenders for Liquidity Advances made under the lesser Liquidity Agreement on such day, and (ii) reimburse the Series 1998-1 Letter of Credit Provider for any LOC Liquidity Disbursements made on such day, then Dollar Thrifty Funding shall immediately use such proceeds not necessary for any of the foregoing purposes to (A) prepay pro rata any LOC Liquidity Disbursements Outstanding hereunder made as a Base Rate Advance and any Base Rate Advances Outstanding under the aggregate Revolving Commitments or Liquidity Agreement and (B) repay pro rata any LOC Liquidity Disbursements Outstanding hereunder made as a Eurodollar Advance and any Eurodollar Advances Outstanding under the Borrowing Base, Liquidity Agreement each with an Interest Period ending on such day. Dollar Thrifty Funding shall not be obligated to issue Commercial Paper Notes on such day to the Borrower shall prepay extent the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal proceeds are not necessary to such excess. (c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf make all of the Borrower repayments and reimbursements referred to above or any Guarantor in respect of any Prepayment Event, to 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 extent Dollar Thrifty Funding would incur amounts payable pursuant to 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 2.10 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepaymentAdvance hereunder. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 repayment shall be accompanied by accrued interest on the amount repaid to the extent required date of repayment. (c) LOC Liquidity Disbursements shall be prepaid, together with interest accrued thereon and any amounts payable in respect thereto (in the manner set forth in Section 4.1 of the Liquidity Agreement if then in effect), on any date on which there is a Borrowing Base Deficiency, such amounts to be due and payable, whether or not sufficient funds are then available to make such payment. (d) Any prepayments payable by Dollar Thrifty Funding pursuant to this Section 2.132.5 shall be, in each case, an application of funds in accordance with Section 2.01 or 5.02(b) of the Collateral Agreement, as applicable.

Prepayments. (ai) The Borrower may shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, part without premium or penalty, (but subject to prior notice Section 2.10 and except as provided in accordance with this Section). (ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (ea) (A) on or prior to the No-Call Date shall be accompanied by a prepayment fee equal to the Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the aggregate principal amount of such prepayments and (C) after the 12-month anniversary of the No-Call Date and on or prior to the 18-month anniversary of the No-Call Date shall be accompanied by a prepayment fee equal to 2.00% of the aggregate principal amount of such prepayments. (iii) In the event that all or any portion of the Tranche B II Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Section 2.11; provided, Agreement such that if a Eurodollar Loan the Weighted Average Yield on such Tranche B II Term Loans is prepaid on any day other less than the last day Weighted Average Yield applicable to such Tranche B II Term Loans on the Second Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to the first anniversary of the Interest Period Second Restatement Effective Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (iv) In the event that all or any portion of the Tranche B III Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B III Term Loans is less than the Weighted Average Yield applicable theretoto such Tranche B III Term Loans on the Third Restatement Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2012 shall be accompanied by a prepayment fee equal to 1.00% of the Borrower aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (v) In the event that all or any portion of the Tranche B 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2019 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall also pay be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vi) In the event that all or any amounts owing pursuant portion of the Tranche B 2016 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2016 Term Loans is less than the Weighted Average Yield applicable to Section 2.16such Tranche B 2016 Term Loans on the Fourth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to August 1, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (vii) In the event that all or any portion of the Tranche B-II 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2019 Term Loans on the Fifth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to October 4, 2013 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (viii) In the event that all or any portion of the Tranche B-III 2019 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-III 2019 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-III 2019 Term Loans on the Sixth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 12, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (ix) In the event that all or any portion of the Tranche B 2020 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2020 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2020 Term Loans on the Seventh Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to February 16, 2014 shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (x) In the event that all or any portion of the Tranche B 2022 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B 2022 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2022 Term Loans on the Ninth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to April 30, 2015, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (xi) In the event that all or any portion of the Tranche B-II 2022 Term Loans are prepaid from the incurrence of bank Indebtedness or repriced (or effectively refinanced) through any amendment of this Agreement such that the Weighted Average Yield on such Tranche B-II 2022 Term Loans is less than the Weighted Average Yield applicable to such Tranche B-II 2022 Term Loans on the Tenth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to November 8, 2015, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) When the aggregate Revolving Commitments or (B) the Borrowing Baseamount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate the amount equal of such Excess Proceeds without premium (but subject to Section 2.10) (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below and specified in a notice delivered by the Administrative Agent to the Borrower). To the extent there are any remaining Excess Proceeds following the completion of the prepayment required hereunder as a result of Lender elections not to accept such excessprepayment, the Borrower shall apply such Excess Proceeds to the repayment of other Indebtedness of the Borrower or any Restricted Subsidiary that is a Subsidiary of the Borrower, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Level 3 which is not otherwise prohibited by this Agreement, and the amount of Excess Proceeds shall be reset to zero. Notwithstanding the foregoing, any Excess Proceeds required to be applied to Loans pursuant to this Section 2.05(b) shall be applied ratably among the Loans and, to the extent required by the terms of any Permitted First Lien Indebtedness or Permitted First Lien Refinancing Indebtedness, the principal amount of such Permitted First Lien Indebtedness and Permitted First Lien Refinancing Indebtedness then outstanding, and the prepayment of the Loans required pursuant to this Section 2.05(b) shall be reduced accordingly. (c) In the event and on each occasion that Not fewer than 30 days prior to any Net Cash Proceeds are received by payment or on behalf prepayment of any principal amount of the Borrower or any Guarantor in respect of any Prepayment EventLoan Proceeds Note , 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 thereof and shall, on the date of such payment or prepayment, subject to paragraph (ande) below, in prepay the case Loans at a price equal to the principal amount of the Loans without premium (but subject to Section 2.10); provided, however that (i) on the date of such payment or prepayment of a Swingline Loanthe Loan Proceeds Note, the Swingline Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and (ii) the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below. (d) Upon the occurrence of a Change of Control Triggering Event, the Borrower shall within 30 days of such occurrence notify the Administrative Agent thereof and prepay the Loans not later than 30 Business Days following such notification; provided, however that (i) at the expiration of such 30 Business Day period, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (as reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) below) and the Borrower shall immediately prepay the Loans in such amount in accordance with clause (e) below and (ii) the Borrower shall also pay, on the date of such prepayment, to each Lender receiving such prepayment a fee equal to 1.00% of the principal amount of the Loans prepaid to such Lender. (e) With respect to any proposed mandatory prepayment of the Loans pursuant to clause (b), (c) or (d) above, any Lender may, at its option, elect not to accept such prepayment (any Lender making such election being a “Declining Lender”) as follows: each Declining Lender shall give written notice thereof to the Administrative Agent not later than 10:00 a.m. New York City time on the date which is two Business Days prior to the date on which the Administrative Agent is required to notify the Borrower of the amount of the applicable prepayment pursuant to clause (b), (c) or (d) above. On the date of prepayment, an amount equal to that portion of the Loan then to be prepaid (less the amount thereof that would otherwise be payable to Declining Lenders) shall be paid to the Lenders that are not Declining Lenders in accordance with subsection (f) below. In the event that the Administrative Agent has not, with respect to any mandatory prepayment, received a notice from a Lender in accordance with this clause (e), such Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof. (f) The Borrower (or Level 3 on its behalf) shall notify the Administrative Agent by telephone (confirmed by facsimiletelecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 2:00 1:00 p.m., Chicago New York City time, three two Business Days before the date of prepayment or (ii) in such lesser period as may be acceptable to the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepaymentAdministrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; provided thatprepaid and, if in the case of a notice of prepayment is given in connection with mandatory prepayment, a conditional notice of termination reasonably detailed calculation of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 such prepayment and, in the case of a Revolving Borrowing shall be applied ratably prepayment pursuant to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.clause (a) of

Prepayments. (a) The Borrower may shall have the right to prepay any Loans at any time and from time to time prepay any Borrowing in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11the prepayment penalty described below; provided, however, that if each partial prepayment shall be in an aggregate principal amount of not less than $1,000,000 or an integral multiple thereof. No prepayment penalty will be imposed for Prime Rate Loans, for a Eurodollar LIBOR Loan with an initial Interest Period of three months or less or for a LIBOR Loan that is prepaid on any day other than the last day of the Interest Period applicable thereto, . The Borrower shall give the Agent at least three Business Days' prior written notice of prepayment (prompt written notice of which shall be given to the Banks by the Agent) and in such notice specify the prepayment date and the principal amount of each Loan to be prepaid. Such notice of prepayment shall be irrevocable and shall commit the Borrower to prepay in the amount stated therein. All prepayments under this Section shall also pay any amounts owing pursuant be accompanied by accrued interest on the principal amount being prepaid to Section 2.16the date of prepayment. Amounts prepaid shall be available to be reborrowed from the Banks hereunder in accordance with the terms of this Agreement. (b) Except The prepayment penalty for Overadvances permitted under Section 2.5, in the event and a LIBOR Loan with an initial Interest Period of more than three months that is prepaid on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 will be equal to the present value of the difference between the amount of interest that would accrue on the prepaid amount for the remaining term of the applicable Interest Period at LIBOR that was in effect on the first day of such Interest Period, and any lesser amount that would accrue on the prepaid amount at LIBOR for an Interest Period with the with a maturity most closely equal to, but not longer than, the remaining term of the applicable Interest Period. To determine such present value, the foregoing difference shall be accompanied by any amounts owing pursuant discounted to its present value at a discount rate equal to the applicable LIBOR for such remaining Interest Period." 5. 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 facsimile5.2(a)(4) 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof Credit Agreement is amended to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments read as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13.follows:

Prepayments. (a) The Borrower may Company may, upon at least one Business Day’s notice to the Agent, prepay any ABR Borrowing or Eurodollar Borrowing in whole at any time and or from time to time prepay any in part in amounts at least equal to the Borrowing in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, Minimum that if a Eurodollar Loan is prepaid on any day other than the last day are multiples of the Interest Period applicable theretoBorrowing Multiple, together with accrued interest thereon to the Borrower shall also pay any amounts owing pursuant to Section 2.16date of prepayment. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf the aggregate amount of the Borrower or any Guarantor in respect Revolving Credit Exposures exceeds the aggregate amount of any Prepayment Eventthe Commitments, the Borrower shall, five Business Days after such Net Cash Proceeds are received by the Borrower or any Guarantor, Company shall promptly prepay the Obligations as set forth in Section 2.11(d) below Borrowings in an aggregate amount equal to 100% the amount in excess of such Net Cash Proceeds; provided, however, aggregate amount of the Commitments. The Agent shall promptly notify (a) the Company in the event it determines that any prepayment is required under this paragraph and (b) each Lender of such Lender’s ratable share (if on any date the Borrower or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale or Recovery Event any) of such prepayment. (c) If prepayment of a Eurodollar Loan occurs 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward an applicable Interest Period, then the prepayment will be subject to compensation in respect to redeployment costs as provided in Section 2.13. Each prepayment under this Section 2.11 shall be applied to prepay ratably the Loans of the Loans as set forth several Lenders included in Section 2.11(d)such prepaid Borrowings. (d) All such amounts Upon receipt of a notice of prepayment pursuant to Section 2.11(c) paragraph (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 determineda), the allocation Agent shall promptly notify each Lender of the contents thereof and application of those proceeds such Lender’s ratable share (if any) of such prepayment and such notice shall not thereafter be determined revocable 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 2.16Company. (e) The Borrower In addition to any required prepayments of principal set forth in this Section 2.11, a prepayment of Loans shall notify be made from time to time in an amount equal to 100% of the Administrative Agent aggregate commitments or availability in excess of (andx) $600,000,000 (the “Excess Commitment Amount”) and (y) thereafter any additional increase in the Excess Commitment Amount, in each instance under all senior credit facilities of the case Borrower or any of prepayment its Subsidiaries excluding the aggregate commitments or availability under the Credit Agreement dated as of a Swingline LoanNovember 26, 2002 between Dover Corporation (Canada) Limited and The Bank of Nova Scotia, as amended. Each payment required by this paragraph (e) shall be made on the first Business Day that there is an Excess Commitment Amount, or any increase in the Excess Commitment Amount (each an “Excess Commitment Event”). The Agent shall promptly notify each Lender of such Lender’s ratable share (if any) of such prepayment. Upon each Excess Commitment Event, 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal aggregate amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated shall be reduced by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders amount of the contents thereofapplicable Excess Commitment Amount, or the increase in the Excess Commitment Amount, as the case may be. Each partial prepayment Any reduction of any Revolving Borrowing shall be in an the aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing the Commitments shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest Commitment of each Lender according to the extent required by Section 2.13its ratable share.

Prepayments. (a) The Borrower may may, upon at any time least two Business Days’ notice to the Administrative Agent, stating the proposed date and from time to time aggregate principal amount of the prepayment, prepay any Borrowing the outstanding principal amounts of the Term Loans in whole or ratably in part, without premium or penalty, subject together with accrued interest 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 owing pursuant to Section 2.16. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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% date of such Net Cash Proceedsprepayment on the principal amount prepaid; 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount not less than $1,000,000 or any integral multiple of $500,000 or a whole multiple 100,000 in excess thereof. Each The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure of the Borrower to make such prepayment on the date and in the amount specified in any such notice, including, without limitation, any loss, cost or expense incurred by reason of a Revolving Borrowing shall be applied ratably the liquidation or reemployment of deposits or other funds of such Lender, or the termination of swaps or other hedging arrangements with respect to the Revolving Loans included in interest rate risks associated with respect to the prepaid Borrowing. Prepayments shall funds acquired by such Lender to fund its Term Loan, or otherwise. (b) Each prepayment, whether voluntary, by reason of acceleration or otherwise, will be accompanied by the amount of accrued interest on the amount prepaid, and a prepayment fee (a “Prepayment Fee”) calculated by the Administrative Agent (which shall be conclusive absent manifest error). The Prepayment Fee with respect to any such prepayment shall be equal to the extent required by Section 2.13.present value of the difference, if positive, between (i) the sum of the interest payments that would have accrued through the Maturity Date on the principal amount of the Term Loan being prepaid at the Fixed Rate, as if the prepayment had not been made, less (ii) the sum of the interest payments that would have accrued through the Maturity Date on the principal amount of the Term Loan being prepaid at a fixed interest rate equal to the Reinvestment Rate, as

Prepayments. (a) The Borrower may at any time and from time to time prepay any Borrowing the Loan in whole or in part, part without premium or any 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 owing pursuant to Section 2.16. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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 shall prepay any LIBOR Rate Tranche prior to the expiration of its applicable Interest Period or if Borrower shall fail to obtain the Advance or convert any amounts after delivering and pursuant to an election satisfying the Minimum Notice Requirement (unless Borrower elects to cancel a LIBOR Rate Tranche due to one or more Rate Affected Lenders giving notice under clause 5(E) of Section 3.4(b) that they are unable or unwilling to maintain such LIBOR Rate Tranche), Borrower shall pay to the Lenders an amount (the “Consequential Loss”) equal to any actual loss, expense or reduction in yield that any such Lender reasonably incurs as a result of such event. Any Consequential Loss required to be paid by Borrower pursuant to this Section 3.5 or any Subsidiary Guarantor shall receive Net Cash Proceeds from any Asset Sale other provisions of this Agreement or Recovery Event of the other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall be delivered Loan Documents in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward connection with the prepayment of the Loans as set forth in Section 2.11(d). (d) 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) LIBOR Rate Tranches shall be applieddue and payable whether such prepayment is being made voluntarily or involuntarily, first including, without limitation, as a result of an acceleration of sums due under LIBOR Rate Tranches or any part thereof due 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 an Event of Default. A Lender (through Administrative Agent) must request compensation under this Section 3.5 as promptly as practicable after it obtains knowledge of the event which entitles it to such compensation, but in any event within 180 days after it obtains such knowledge and pursuant to cash collateralize outstanding LC Exposure. If a certificate which sets forth the precise amount of insurance or condemnation proceeds allocable such Lender is entitled to Inventory as compared receive pursuant to equipmentthis Section 3.5 and the basis for determining such amount, fixtures and real property is not otherwise determined, the allocation and application of those proceeds which certificate shall be determined by presumptively correct as to the Administrative Agent, in its Permitted Discretion. Prepayments of any Eurodollar Loan matters set forth therein in the case absence 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 manifest error. Any amounts received by Administrative Agent from Borrower pursuant hereto shall be accompanied disbursed 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof immediately available funds to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13requesting such amounts.

Prepayments. Subject to the terms and conditions contained in this Section and elsewhere in this Second Restated Agreement and upon five (a5) The Borrower may Business Days prior notice to the Agent, the Borrowers shall have the right to prepay any Loan at any time and in whole or from time to time prepay any Borrowing in whole or part (except in part, without premium or penalty, subject to prior notice in accordance with paragraph (e) the case of this Section 2.11; provided, that if a Eurodollar Loan is which may be prepaid only on any day other than the last day of the Interest Period applicable theretoto such Eurodollar Loan) without penalty, the Borrower shall also pay any amounts owing pursuant to Section 2.16except as otherwise provided for herein. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing A. Partial prepayments shall be in an aggregate principal amount of $500,000 2,000,000.00, or a whole greater integral multiple thereof. Each of $500,000.00. B. Simultaneously with any optional prepayment of any Loan, the Borrowers shall pay to the Agent for the pro rata benefit of the Lenders in accordance with their respective Revolving Loan Commitments, Total Term Loan Commitments or Steam Supply Commitments, as applicable, the Prepayment Charge. C. Each Contract Rate has been determined, in part, based on the respective Lender's cost of funds. Therefore, the Borrowers shall pay a prepayment charge in an amount equal to the Consequential Loss if the Borrowers shall, in any manner, prepay any Adjusted LIBOR Rate Loan. Additionally, the Borrowers indemnify and agree to hold the Lenders harmless against, and reimburse the Lenders on demand for, any loss, cost or expense incurred or sustained by any Lender (including without limitation any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by a Lender to fund or maintain an Adjusted LIBOR Rate Loan) as a result of: (i) Any payment or prepayment, whether required hereunder or otherwise, of any Adjusted LIBOR Rate Loan made after the delivery of a Notice of Revolving Credit Advance, Notice of Term Loan Advance or Notice of Steam Supply Advance, as applicable, but before the applicable Borrowing Date if such payment or prepayment prevents the proposed Loan from becoming fully effective; or, (ii) the failure of any Adjusted LIBOR Rate Loan to be made by a Lender due to any action or inaction of the Borrowers. A certificate of a Lender setting forth any amount or amounts which the Lender is entitled to receive pursuant to this Section shall be delivered to the Borrowers and shall be conclusive, if made in good faith, absent manifest error. Notwithstanding the foregoing, in no event shall any Lender be permitted to receive any compensation hereunder constituting interest in excess of the Maximum Rate or the Maximum Amount. Without prejudice to the survival of any other obligations of the Borrowers hereunder, the obligations of the Borrowers under this Section shall survive the payment of the Loans. D. If no Default shall have occurred, prepayments shall be applied ratably (i) first to the Revolving Loans included discharge of any expenses for which the Agent or any of the Lenders may be entitled to receive reim- bursement under any agreement with any of the Borrowers, (xi) next, to the Prepayment Charge, (iii) next, to the Consequential Loss, if applicable, (iv) next, to accrued interest on the Notes, (v) next, to the reduction of principal installments, in the prepaid Borrowinginverse order of matu- rity, on Term A Notes up to $1,000,000.00, and in such instance first to the Alternate Base Rate Loans, and secondly to the Eurodollar Loans, and (vi) the balance remaining, if any, shall be applied equally to the reduction of principal installments, in the inverse order of maturity, on Term A Notes and Term B Notes, and in such instance first to the Alternate Base Rate Loans, and secondly to the Eurodollar Loans. Prepayments shall be accompanied by accrued interest applied to the extent required by Section 2.13Eurodollar Loans as the Borrowers shall select; provided, however, the Borrowers shall select Eurodollar Loans to be prepaid in a manner designed to minimize the Consequential Loss resulting from such prepayments. If, however, the Borrowers shall fail to select the Eurodollar Loan to which such prepayments are to be applied, the Lenders shall be entitled to apply the prepayment in any manner the Lenders shall deem appropriate. E. If, however, a Default has occurred and is continuing at the time of a prepayment, the Lenders shall be entitled to apply the prepayment in any manner the Lenders shall deem appropriate.

Prepayments. (ai) The Borrower may at any time and may, from time to time prepay any Borrowing in whole or in parttime, by giving notice to the Administrative Agent no later than three Business Days before the date of the prepayment, prepay, without premium or penaltypenalty and in whole or part, subject the principal amount of any Borrowing so long as: (A) the notice by the Borrower specifies the amount and Borrowing to prior notice be prepaid, (B) each voluntary partial prepayment must be in accordance with paragraph a principal amount of not less than $1,000,000 or a greater integral multiple of $1,000,000, plus accrued interest on the amount prepaid to the date of such prepayment, and (eC) the Borrower shall pay the Funding Loss, if any, within 5 Business Days following an affected Lender's demand and delivery to the Borrower of this the certificate as provided in Section 2.11; provided, that if a Eurodollar Loan is prepaid 3.18. Conversions on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.163.10 are not prepayments. (bii) Except for Overadvances permitted under The Borrower shall promptly notify the Administrative Agent upon the receipt of any Net Cash Proceeds of any Asset Disposition or Recovery Event and, at any time that such Net Cash Proceeds received and not previously applied to any prepayment pursuant to this Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A3.2(c)(ii) the aggregate Revolving Commitments shall equal or (B) the Borrowing Baseexceed $10,000,000, the Borrower shall prepay the Revolving LoansBorrowings, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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 together with payment of any Prepayment EventFunding Losses, 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% (without duplication) 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (diii) All If at any time, the sum of the aggregate principal amount of Borrowings shall exceed the total Commitments, the Borrower shall forthwith prepay Borrowings, in a principal amount equal to such amounts excess, together with accrued interest to the date of such prepayment on the principal amount of Borrowings prepaid and any Funding Losses owing in connection therewith. (iv) Prepayments of the Borrowings pursuant to this Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory3.2(c) shall be applied, first first, to prepay any Protective Advances and Overadvances that may be outstandingamounts outstanding under the Other Facility (other than in the case of prepayments pursuant to 3.2(c)(iii)), pro ratasecond, and second to prepay Base Rate Borrowings, third, to prepay any LIBOR Rate Borrowing that has an Interest Period the Revolving Loans (including Swingline Loans) without a corresponding reduction in last day of which is the Revolving Commitment same as the date of such requirement prepayment, and, after fourth to prepay other LIBOR Rate Borrowings, as selected by the occurrence and during Borrower, or, at the continuance of a Default or Event of DefaultBorrower's option, 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 such other LIBOR Rate Borrowings (which cash collateral will 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” applied 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each such LIBOR Rate Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then prepay such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13LIBOR Rate Borrowings).

Prepayments. (a) The Borrower Subject to the terms of this paragraph, the Borrowers may at any time and from time to time prepay any Borrowing the Loans, in 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 owing pursuant to Section 2.16. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion provided that the total Revolving Exposure exceeds Borrowers may prepay Term Loans and Supplemental Term Loans only (x) with the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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 Eventissuance of Capital Stock or incurrence of Indebtedness after the Closing Date by any Borrower, (y) the Borrower shall, five Business Days after such Net Cash Proceeds are received by of any Disposition of assets of any Borrower, or (z) with Excess Cash Flow for any fiscal year, during the Borrower or any Guarantor, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% relevant Excess Cash Flow Prepayment Period. Prepayments 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 Term Loans shall be delivered in respect thereof within five Business Days after receipt subject to the payment of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation proceeds, a Prepayment Premium to the extent they arise from casualties or losses required by Section 2.9. ASC shall deliver irrevocable notice of each such prepayment 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 no later than 2:00 p.m.11:00 A.M., Chicago time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago New York City time, one Business Day before prior to the date of such prepayment, which notice shall specify which Borrower's Loans are being prepaid and the date and amount of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following Upon receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents promptly notify each relevant Lender thereof. Each partial prepayment If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of any Term Loans and Revolving Borrowing Loans shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Notwithstanding the forgoing, the Borrowers may not make any prepayment of the Tranche B Term Loans pursuant to this paragraph (a) while any Tranche A Term Loan, Supplemental Term Loan or Revolving Loan or Letter of Credit remains outstanding, or any Supplemental Term Commitment or Revolving Commitment remains in effect, or any other amount is owing to any Tranche A Term Loan Lender, Supplemental Term Lender or Revolving Lender (except in its capacity as a Tranche B Term Lender). (b) If on any date ASC or any Restricted Subsidiary shall receive Net Cash Proceeds from any Material Asset Sale or any Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.8(c); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans, Supplemental Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.8(c). (c) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 2.8(b) shall be applied, first, to the prepayment of the Tranche A Term Loans in accordance with Section 2.12(b), second, to the prepayment of Supplemental Term Loans in accordance with 2.12(b), third, to reduce permanently the Revolving Commitments, and, fourth, to the prepayment of the Tranche B Term Loans. Any such reduction of the Revolving Commitments shall be accompanied by ratable prepayment of the Revolving Loans of each Borrower to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced, provided that if the aggregate principal amount of Revolving Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrowers shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments under Section 2.8 shall be accompanied by accrued interest to the extent date of such prepayment on the amount prepaid. (d) On each Supplemental Term Amortization Date, (i) if the Supplemental Term Loans have not been borrowed, the Supplemental Term Loan Commitment of each Supplemental Term Lender shall be reduced by an amount equal to the product of (A) such Lender's Supplemental Term Percentage and (B)(1) if the Supplemental Term Loan Amortization Date is July 15, 2003, $341,750 or (2) if the Supplemental Term Loan Amortization Date occurs thereafter, $1,026,375 or (ii) if the Supplemental Term Loans have been borrowed, ASC shall be required by Section 2.13to make a scheduled repayment of the aggregate outstanding principal amount of Supplemental Term Loans of (x) if the Supplemental Term Loan Amortization Date is July 15, 2003, $341,750 or (y) ) if the Supplemental Term Loan Amortization Date occurs thereafter, $1,026,375.

Prepayments. (a) The Borrower may at any time and from time to time prepay any Borrowing Loans, in whole or in part, without premium or penalty, subject upon notice delivered to the Administrative Agent no later than 1:00 p.m., New York City time, not less than three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 1:00 p.m., New York City time, on the date of such notice, in the case of ABR Loans, which notice in accordance with paragraph (e) shall specify the date and amount of this Section 2.11prepayment and the Loans to be prepaid; providedprovided that, that if a Eurodollar Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.162.13. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. Partial prepayments of Loans under the Revolving Facility shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or if less, the remaining outstanding principal amount thereof). (b) Except If at any time for Overadvances permitted under Section 2.5, in any reason the event and on such occasion that sum of the total Outstanding Revolving Exposure Credit exceeds the lesser of (A) the aggregate Total Revolving Commitments or (B) the Borrowing BaseCommitments, the Borrower shall upon learning thereof, or upon the request of the Administrative Agent, immediately prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate principal amount at least equal to the amount of such excess. (c) 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, Not later than five Business Days after such following the receipt of any Net Available Cash Proceeds are received of any Asset Disposition, Sale/Leaseback Transaction pursuant to Section 6.08(b) or Casualty Event by the Borrower or any Guarantorof its Restricted Subsidiaries, the Borrower shall prepay any outstanding Revolving Loans (without any corresponding permanent reduction in the Obligations as set forth in Section 2.11(dRevolving Commitments) below in an aggregate amount equal to 100% of such Net Available Cash Proceeds; providedless the aggregate amount of such Net Available Cash that is, howeveror is required to be, if on applied to the prepayment, redemption, repurchase or defeasance of any date Senior Indebtedness of the Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries (including any Incremental Term Loans); provided that: (i) the Borrower and its Restricted Subsidiaries shall receive not be required to apply any Net Available Cash Proceeds from any Asset Sale in accordance with this Section 2.08(c) except to the extent that the aggregate Net Available Cash received by the Borrower and its Restricted Subsidiaries which is not otherwise applied in accordance with this Section 2.08(c) exceeds $50,000,000, and (ii) such proceeds shall not be required to be so applied on such date to the extent that the Borrower shall have delivered a certificate of a Financial Officer to the Administrative Agent on or Recovery Event other than proceeds from Revolving Facility Priority Collateral, then, unless a Reinvestment Notice shall prior to such date stating that such Net Available Cash is expected to be delivered reinvested in respect thereof the business of the Borrower and its Restricted Subsidiaries within five Business Days after 12 months following the date of receipt of such proceedsNet Available Cash; provided that if all or any portion of such Net Available Cash is not so reinvested within such 12-month period, such period may be extended for an additional 180 days if such Net Available Cash has been committed to be reinvested within such 12-month period and is so reinvested within such additional 180-day period; provided that if all or any portion of such Net Cash Proceeds is not so reinvested within such additional 180-day period, such unused portion shall be applied at on the end last day of such five-Business Day period toward as a mandatory prepayment as provided in this Section 2.08(c) or to the prepayment prepayment, redemption, repurchase or defeasance of any Senior Indebtedness of the Loans as Borrower or any of its Restricted Subsidiaries (including any Incremental Term Loans). Notwithstanding the foregoing, the Borrower and its Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 2.08(c) if the Borrower would be in compliance, on a pro forma basis after giving effect to such Asset Disposition, with the covenant set forth in Section 2.11(d). (d) All 6.10, with such amounts pursuant to Section 2.11(c) (covenant being recomputed 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 Test Period applicable thereto shall be accompanied by any amounts owing pursuant most recently ended on or prior 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 prepayment or (ii) in such Asset Disposition as if such Asset Disposition had occurred on the case first day of prepayment of an ABR Revolving Borrowingsuch Test Period, not later than 2:00 p.m., Chicago time, one Business Day before except to the date of prepayment. Each extent that such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment Net Available Cash is given received in connection with an Asset Disposition that constitutes (in one transaction or in a conditional notice series of termination transactions) all or substantially all of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders property or assets of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an aggregate principal amount of $500,000 or Borrower and its Restricted Subsidiaries, taken as 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 2.13whole.

Prepayments. (a) The Borrower may shall not at any time and from prior to the Termination Date cause or permit the total Revolving Credit Exposures to exceed the Commitments. If at any time prior to time prepay any Borrowing in whole or in partthe Termination Date the total Revolving Credit Exposures exceed the Commitments at such time, Borrower shall, without premium demand or penaltynotice, subject promptly pay to prior notice the Agent such amount as may be necessary to eliminate such excess, which prepayment shall be applied as set forth 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 owing pursuant to Section 2.162.07(b). (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (ci) In the event and on each occasion after the Effective Date that a Prepayment Event described in clause (ii) of the definition of the term Prepayment Event occurs, the Borrower shall, promptly upon (and in any event not later than the third Business Day next following) the occurrence of such Prepayment Event subject to the provisions of subsection (b)(iii) below, pay to the Agent 100% of the amount of Net Cash Proceeds are received of such Prepayment Event to the Agent. All such prepayments under this subsection (b)(i) shall be applied as set forth in Section 2.07(b). (ii) In the event and on each occasion after the Effective Date that a Prepayment Event that is an event described in clause (i) of the definition of the term "Prepayment Event" and is not excluded from the definition of such term pursuant to the proviso in such definition (an "Asset Sale Prepayment Event") occurs, the Borrower shall, promptly upon (and in any event not later than the third Business Day next following) receipt by or on behalf of the Borrower or any Guarantor Subsidiary thereof of the Net Proceeds from such Prepayment Event, pay 100% of the aggregate amount of Net Proceeds of all such Asset Sale Prepayment Events to the Agent, which amount, in the case of any Asset Sale Prepayment Event with respect to the American Queen, the Columbia Queen, the Cape Cod Light or the Cape May Light shall be reduced by any amounts required to be paid in connection with the MARAD Financing. All such prepayments under this subsection (b)(ii) shall be applied as set forth in Section 2.07(b). (iii) In the event that the calculation of the Net Proceeds relating to any Prepayment Event included an estimate for income taxes that was at least $100,000 greater than the income taxes actually payable in respect of any Prepayment Eventthereof, the Borrower shall, five Business Days promptly after determining the amount of income taxes actually payable, pay the amount by which such Net Cash Proceeds are received by estimate exceeded the Borrower or any Guarantoramount of taxes actually payable to the Agent, prepay the Obligations which prepayment shall be applied 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d2.07(b). (dc) All such amounts pursuant to Any payment required by this Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise from casualties or losses to cash or Inventory) 2.06 shall be appliedpayable without penalty or premium, first to prepay any Protective Advances and Overadvances that except as 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.132.09(d) with respect to any Eurodollar Rate Loan prepaid as a result thereof.

Prepayments. (a) The Borrower may at any time and from time to time prepay any Borrowing in whole or in part, without premium or penalty, All outstanding Contribution Notes shall be subject to prior notice in accordance with paragraph (e) mandatory quarterly prepayments out of this Section 2.11available Surplus Cash of the Ampex Group and/or Surplus Cash of the Operating Sherborne Group; provided, that the obligation of the members of the Ampex Group and the Operating Sherborne Group to prepay Notes out of Surplus Cash shall be subject to any applicable legal restrictions and any contractual restrictions or encumbrances on applications for such purpose pursuant to a binding contract in effect on the Effective Date, if such contract is listed on Exhibit B and a Eurodollar Loan is prepaid true and complete copy of such contract has been furnished to Hillside prior to the date hereof by Ampex or SGI, as applicable. Surplus Cash shall be paid to Holders of the Notes by Ampex and SGI within sixty (60) days after the end of the related fiscal quarter. Prepayments shall be applied first to the repayment of Contribution Notes held by members of the Hillside Group, and after payment in full thereof, to the repayment of Contribution Notes held by any other entity. (b) If the Ampex Group has Net Income for a fiscal year and as of the end of such fiscal year there are outstanding Contribution Notes due to Hillside or any other member of the Hillside Group which are due more than one year after the end of such fiscal year, then the Ampex Group shall be obligated to prepay such Notes on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant following fiscal year in an amount equal to Section 2.16. (bi) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of twenty percent (A20%) of the Ampex Group's Net Income for such fiscal year or $1 million, reduced, but not below zero, by (ii) the aggregate Revolving Commitments or amount prepaid on Contribution Notes pursuant to subsection (Ba) out of Surplus Cash of the Borrowing Base, Ampex Group for the Borrower shall prepay fiscal quarters falling within the Revolving Loans, LC Exposure and/or Swingline Loans fiscal year in an aggregate amount equal to such excesswhich the Net Income was earned. (c) In Ampex and/or SGI shall prepay Notes under subsection (a) or (b), or both, whichever is applicable, by first paying the event and on each occasion that any Net Cash Proceeds are received by or on behalf of Contribution Notes which have 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d)latest final maturity date. (d) All such amounts pursuant to Section 2.11(c) (as to Any member of the Ampex Group and 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 Guarantor may be outstanding, pro rata, and second to otherwise prepay the Revolving Loans (including Swingline Loans) Notes at any time without a corresponding reduction in the Revolving Commitment and, after the occurrence and during the continuance of a Default penalty 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 2.16premium. (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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13.

Prepayments. (a) The Borrower may at shall provide the Agent and each Lender with prior written notice in conformity with the Required Notice Period in the form of Exhibit IX hereto (a “Prepayment Notice”) of any time and from time to time prepay any Borrowing proposed prepayment in whole or in partpart of any Advances Outstanding. The Borrower shall only deliver a Prepayment Notice if Collections are available in an amount sufficient to make the proposed prepayment of Advances Outstanding plus any related accrued and unpaid Interest and Broken Funding Costs. Such Prepayment Notice shall designate (i) the date (the “Proposed Prepayment Date”) upon which any such prepayment shall occur (which date shall give effect to the applicable Required Notice Period and need not be a Settlement Date), without premium (ii) the amount of the Advances Outstanding to be prepaid, and (iii) to which Loan or penaltyLoans such prepayment shall apply (in the absence of direction from the Borrower as to which Loans shall be prepaid such prepayment shall be applied as the Agent shall determine in its reasonable discretion) (the “Aggregate Prepayment”). Only one (1) Prepayment Notice shall be outstanding at any time. The Borrower shall pay any Broken Funding Costs and accrued and unpaid Interest on the portion of the Aggregate Loan Amount which has been prepaid on the Proposed Prepayment Date, subject to prior notice in accordance with paragraph (e) of this Section 2.11; provided, however, that unpaid accrued Interest on such prepaid amount shall only be paid on such date if a Eurodollar Loan is prepaid so requested by the Agent, on any day other than the last day behalf of the Lenders, in its sole discretion, otherwise such Interest Period applicable thereto, shall be payable on the Borrower shall also pay any amounts owing pursuant to Section 2.16next occurring Settlement Date. (b) Except for Overadvances permitted under Section 2.5, in If on any day the event and on such occasion that the total Revolving Aggregate Credit Exposure exceeds the lesser of amount obtained by subtracting the Required Reserve from the Net Pool Balance (A) the aggregate Revolving Commitments or (B) the such an event, a “Borrowing BaseBase Deficiency”), the Borrower, upon notice from any Lender or Agent of such Borrowing Base Deficiency or upon the knowledge of an Authorized Officer of the Borrower thereof, shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans make a prepayment in an aggregate amount equal to such excess. (c) In Borrowing Base Deficiency to be applied first, to the event ratable reduction of the Aggregate Loan Amount and second, to Cash-Collateralize the LC Obligations. The Borrower shall also make payment of any Broken Funding Costs and accrued and unpaid Interest on each occasion the portion of the Aggregate Loan Amount which has been prepaid, provided, however, that any Net Cash Proceeds are received unpaid accrued Interest on such prepaid amount shall only be paid on such date if so requested by or the Agent, 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 AgentLenders, 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 sole discretion, otherwise such Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 2.16payable on the next occurring Settlement Date. (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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13.

Prepayments. (a) The Each Borrower may may, upon notice to the Agent, (i) before 10:00 a.m. (New York City time) for Base Rate Advances on the date of prepayment and (ii) upon at any time least two Business Days’ notice to the Agent for Eurodollar Rate Advances, stating the proposed date and from time to time aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, prepay any the outstanding principal amount of the Revolving Credit Advances comprising part of the same Revolving Credit Borrowing in whole or ratably in part, without premium or penalty, subject together with accrued interest 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 owing pursuant to Section 2.16. (b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess. (c) 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 such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d). (d) 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 such prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and on the principal amount of each Borrowing or portion thereof prepaid and amounts, if any, required to be prepaidpaid pursuant Section 8.4(c) as a result of such prepayment; provided that, if a notice of that each prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by pursuant to this Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing 2.5(a) shall be in an aggregate principal amount of $500,000 5,000,000 or a whole an integral multiple of $1,000,000 in excess thereof. Each prepayment . (b) Additionally, if at any date the sum of a the aggregate amount of all Revolving Borrowing shall be applied Credit Advances owed to any Bank by any Borrower plus the aggregate amount of all Letter of Credit Liabilities held by such Bank for all Letters of Credit issued at the request of such Borrower exceeds such Bank’s Revolving Credit Commitment for such Borrower at such date, such Borrower shall, on such date, ratably to repay the Revolving Loans included Credit Advances owed by such Borrower in a principal amount necessary so that (after giving effect to such repayment) the prepaid Borrowing. Prepayments sum, for each Bank, of the aggregate amount of all Revolving Credit Advances owed to such Bank by such Borrower plus the aggregate amount of all Letter of Credit Liabilities held by such Bank for all Letters of Credit issued at the request of such Borrower does not exceed such Bank’s Revolving Credit Commitment for such Borrower at such date. (c) At the time of each payment pursuant to Section 2.5(b) by a Borrower, such Borrower shall be accompanied by also pay accrued interest to the date of such payment on the principal amount paid and amounts, if any, required to be paid pursuant to Section 8.4(c) as a result of such payment. To the extent that any amount would be required hereunder to be applied to Revolving Credit Advances owed by Section 2.13any Borrower but for the fact that no Revolving Credit Advances to such Borrower remain outstanding, such Borrower will cause such amount first, to be paid on any outstanding unreimbursed drawings under Letters of Credit issued at the request of such Borrower and, second to be deposited in an XX Xxxx Collateral Account in respect of such Borrower. (d) All amounts received by the Collateral Agent pursuant to any Security Document shall be applied first, to reimburse the Collateral Agent for all costs, fees, expenses and other amounts to the extent provided in such Security Document, second, to ratably pay the principal of and interest of the Revolving Credit Advances and unpaid drawings under Letters of Credit, third to ratably pay all other Obligations, and fourth to be deposited in one or more XX Xxxx Collateral Accounts to the extent any Letters of Credit are outstanding.

Prepayments. (a) The Subject to Section 2.09(b), the Borrowers may, upon irrevocable notice from the Lead Borrower may to the Agent, at any time and or from time to time voluntarily prepay any Borrowing Loans in whole or in part, 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 owing pursuant to Section 2.16. (b) Except If for Overadvances permitted under Section 2.5, any reason the Total Outstandings at any time exceed the Maximum Loan Amount as then in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving Commitments or (B) the Borrowing Baseeffect, the Borrower Borrowers shall immediately prepay the Revolving Loans, LC Exposure and/or Swingline Committed Loans in an aggregate amount equal to such excess. (c) In Upon the event expiration of any Letter of Credit or any Existing Letter of Credit, or any reduction in the amount of any Letter of Credit or any Existing Letter of Credit, the Borrowers shall immediately prepay the Committed Loans then outstanding with the cash collateral held by the applicable issuer thereof on account of such Letter of Credit or Existing Letter of Credit in an amount equal to (i) in the case of the expiration of such Letter of Credit or Existing Letter of Credit, the aggregate amount of cash collateral held by the applicable issuer thereof on account of such Letter of Credit or Existing Letter of Credit prior to giving effect to such prepayment, and (ii) in the case of any reduction in the amount of such Letter of Credit or Existing Letter of Credit, (A) the aggregate amount of cash collateral held by the applicable issuer thereof on each occasion account of such Letter of Credit or Existing Letter of Credit prior to giving effect to such prepayment minus (ii) the amount of cash collateral required to cash collateralize the aggregate undrawn amount available to be drawn on such Letter of Credit or Existing Letter of Credit, after giving effect to the reduction thereof, in accordance with Section 2.03(g). (d) The Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations (to the extent that any such L/C Obligations are not already Cash Collateralized) with proceeds and collections received by the Loan Parties in accordance with the provisions of Section 6.13 hereof. (e) The Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations (to the extent that any such L/C Obligations are not already Cash Collateralized) in an amount equal to the Net Cash Proceeds are received by or a Loan Party on behalf account of a Prepayment Event. In furtherance 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 such proceedsforegoing, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the transferred to a Blocked Account in accordance with Section 6.13. Any prepayment of the Loans as set forth pursuant to this Section 2.05(e) shall not result in Section 2.11(d)a reduction of the Aggregate Commitments. (df) All such amounts Prepayments made 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 2.05 (c), (d) 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. and (e) The Borrower shall notify the Administrative Agent (andabove, in the case of prepayment of a Swingline Loanfirst, 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 prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 outstanding Committed Loans, second, shall be accompanied by accrued interest used to Cash Collateralize the remaining L/C Obligations (to the extent required that any such L/C Obligations are not already Cash Collateralized), and, third, the amount remaining, if any, may be retained by Section 2.13the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the applicable L/C Issuer.

Prepayments. (a) The Borrower may at any time and from time to time prepay any Borrowing Each Equipment Note shall be prepaid in whole or in partpart by the Owner Trustee on a Rent Payment Date (or, without premium or penaltyin the circumstance provided in the last sentence of Section 10.3 of the Lease, subject to on the Termination Date) upon at least 25 days' prior notice from the Owner Trustee (or the Lessee on its behalf) to the Indenture Trustee in accordance with paragraph (e) of this Section 2.11; provided, the event that if a Eurodollar Loan the Lease as applicable to any Unit or Units related to such Equipment Note is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing terminated pursuant to Section 2.1610 thereof, at a price equal to the sum of (i) as to principal thereof, an amount equal to the product obtained by multiplying the unpaid principal amount of such Equipment Note as at the date of such prepayment (after deducting therefrom the principal installment, if any, made on or prior to the date of such prepayment) 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 included in the Indenture Estate under the related Indenture Supplement immediately prior to the date of such prepayment, (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above on the date of such payment (after giving effect to the application of any Basic Rent paid on or prior to the date of such prepayment) and (iii) the Make-Whole Amount, if any, applicable in respect of the principal amount to be prepaid pursuant to clause (i) above on the date of such prepayment. (b) Except for Overadvances permitted under Each Equipment Note shall be prepaid in whole or in part by the Owner Trustee on a Rent Payment Date upon at least 15 days' prior notice from the Owner Trustee (or the Lessee on its behalf) to the Indenture Trustee in connection with the occurrence of an Event of Loss with respect to any Unit or Units related to such Equipment Note if such Unit or Units are not replaced pursuant to Section 2.511.2(i) of the Lease, or in the event and Lessee shall be required to settle for 10 or more Units on the date of payment therefor determined pursuant to Section 11.2 of the Lease, such prepayment shall be made on such occasion that date, at a price equal to the total Revolving Exposure exceeds the lesser sum of (Ai) the aggregate Revolving Commitments or (B) the Borrowing Baseas to principal thereof, the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to the product obtained by multiplying the aggregate unpaid principal amount of such excessEquipment Note as at such prepayment date (after deducting therefrom the principal installment, if any, made 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 included in the Indenture Estate under the related Indenture Supplement immediately prior to such date, and (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above to but not including the date of prepayment after giving effect to the application of any Basic Rent paid on or prior to the date of such prepayment, but without the payment of any Make-Whole Amount. (c) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf Unless Lessee shall have elected to assume all of the Borrower or any Guarantor rights and obligations of the Owner Trustee under this Indenture in respect of any Prepayment Eventthe Equipment Notes, 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 each Equipment Note shall be delivered in respect thereof within five Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the end of such five-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(d).prepaid in (d) All Unless Lessee shall have elected to assume all of the rights and obligations of the Owner Trustee under this Indenture in respect of the Equipment Notes, each Equipment Note shall be prepaid in whole or in part by the Owner Trustee on the Early Purchase Date in the event that Lessee exercises the purchase option under Section 22.1 of the Lease with respect to the Equipment, at a price equal to the sum of (i) as to principal thereof, an amount equal to the product obtained by multiplying the aggregate unpaid principal amount of such amounts Equipment Note as at the Early Purchase Date (after deducting therefrom the principal installment, if any, made on the prepayment date) by a fraction, the numerator of which shall be the Equipment Cost of such Unit or Units to be purchased and the denominator of which shall be the aggregate Equipment Cost of all Units included in the Indenture Estate immediately prior to the date of such prepayment and (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to Section 2.11(cclause (i) (as to any insurance or condemnation proceeds, above on the date of such prepayment after giving effect 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 any Basic Rent paid on or prior to the Administrative Agentdate of such prepayment, in its Permitted Discretion. Prepayments but without the payment 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 2.16Make-Whole Amount. (e) The Borrower On the Refunding Date specified by the Lessee to the Owner Trustee and to the Indenture Trustee in accordance with Section 10.2(f) of the Participation Agreement, all Equipment Notes shall notify the Administrative Agent (andbe prepaid in whole but not in part on such Refunding Date, in the case of prepayment event of a Swingline Loanrefunding or refinancing pursuant to Section 10.2 of the Participation Agreement, at a price in addition to any other amounts due to the Swingline Lenderholders of the Equipment Notes under this Indenture equal to the unpaid principal amount thereof together with accrued but unpaid interest thereon, plus the Make-Whole Amount, if any. (f) by telephone (confirmed by facsimile) The Indenture Trustee shall give prompt notice of any prepayment hereunder (i) in of any of the case Equipment Notes to all holders of such series of the Equipment Notes as soon as the Indenture Trustee shall have knowledge that such prepayment is to occur, which notice shall specify the Equipment Note or Notes to be prepaid, the principal amount of a Eurodollar Revolving Borrowing, not later than 2:00 p.m., Chicago time, three Business Days before the date of prepayment such Equipment Note or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before Notes to be prepaid and the date of prepayment. Each such notice , which date shall be irrevocable and shall specify not less than 25 days after the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of 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 2.13notice.