Common use of Prepayments Clause in Contracts

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 (fifteen) 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 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower.

Prepayments. 6.1 No prepayment (a) All Notes issued with respect to any Unit that has suffered or been deemed to have suffered a Casualty Occurrence shall be permitted unless prepaid in whole or in part by the Borrower if such Unit or Units are not replaced pursuant to Section 7.3 hereof on the relevant date determined pursuant to Section 7.3 hereof, at a prepayment is made 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 Notes as at the instructions date of such prepayment for such Unit or Units (after deducting therefrom the Lender in writing upon principal installment, if any, due on the receipt from date of such prepayment) by a fraction, the Borrower numerator of a notice in writing at least 15 (fifteen) Banking Days 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 Mexican Trust Agreement immediately prior to the date of such prepayment, (ii) as to interest, the proposed aggregate amount of interest accrued and unpaid in respect of the principal amount of the Notes to be prepaid pursuant to clause (i) above to but not including the date of prepayment (which notice shall specify after deducting therefrom any principal installment due on or prior to the datedate of such prepayment) and (iii) a premium in an amount equal to the Positive Make-Whole Amount, time and place at which any part or full prepayment if any, applicable in respect of the principal amount of Facility the Notes to be prepaid pursuant to clause (i) above on the date of such prepayment; provided that, if such prepayment shall result in a Negative Make-Whole Amount, the holders of the Notes so to be made) on prepaid shall pay such terms and conditions as may be stipulated by Negative Make-Whole Amount in accordance with the Lenderprovisions of Section 7.15 of this Agreement. 6.2 (b) All sums Notes issued at any time outstanding hereunder may upon not less than three (3) Business Days prior written notice be prepaid will be applied towards reduction of the Facility Amount outstanding. The Borrower shall be responsible for compensating the Lender for any funding, breakage in whole 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 in part upon the request of the Borrower at any time on a date selected by the Borrower at a price equal to the unpaid principal amount thereof together with accrued but unpaid interest thereon, up to, but not including the date of such payment plus, an amount equal to the Positive Make-Whole Amount determined as of the Business Day immediately preceding such prepayment date, if any, applicable in respect of the principal amount of such Notes to be prepaid pursuant to this Section 4.8(b); provided that, if such prepayment shall result in a Negative Make-Whole Amount, the holders of the Notes so to be prepaid shall pay such Negative Make-Whole Amount in accordance with the provisions of Section 7.15 of this Agreement; provided, further, that if the Borrower shall prepay any Notes at any time prior to the third anniversary of the Closing Date pursuant to this Section 4.8(b), the Borrower shall also pay to the Lender in immediately available funds the applicable Prepayment Fee. (c) If at any time as a result of a Change in Tax Law (as defined below) the Borrower is or becomes obligated to make any increased payments pursuant to Section 7.11 hereof in respect of any payment of interest on account of any of the Notes in excess of the amounts payable without regard to such Change in Tax Law, the Borrower may give the Lender irrevocable written notice (a “Tax Prepayment Notice”) of the prepayment of the Notes on a specified prepayment date (which shall be a Business Day not less than 30 days nor more than 60 days after the date of such notice) and the circumstances giving rise to the obligation of the Borrower to make any increased payments and the amount thereof and stating that all of the Notes shall be prepaid on the date of such prepayment at 100% of the principal amount so prepaid together with interest accrued thereon up to, but not including the date of such prepayment and Make-Whole Amount, if any, with respect thereto 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), rejecting such prepayment (a “Tax Prepayment Rejection 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 occurrence circumstances described in the Tax Prepayment Notice in respect of an Event all future payments of Default interest (as hereinafter referred tobut 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). The Tax Prepayment Notice having been given, the principal amount of the Notes together with interest accrued thereon to the date of such prepayment and Positive Make-Whole Amount, if any, with respect thereto shall become due and payable on such prepayment date, unless the Lender shall timely give a Tax Prepayment Rejection Notice. If any prepayment under this Section 4.8(c) or any default by shall result in a Negative Make-Whole Amount, the Borrower holders of the Notes so to be prepaid shall pay such Negative Make-Whole Amount in complying accordance with the terms and conditions provisions of Section 7.15 of this Agreement. 6.3 Provided that , 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 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) until the Borrower shall have taken commercially reasonable steps to mitigate the right requirement to prepay at make the end of each Interest Period related increased payments or (ii) if the applicable Drawdown(s) in full, obligation to make such increased payments directly results or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and resulted from actions taken by the Borrower (other than actions required to mutually agree be taken under applicable law), and any Tax Prepayment Notice given pursuant to a rate of interest for a subsequent Interest Period at this Section 4.8(c) shall certify to the end of an Interest Periodforegoing and describe such mitigation steps, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrowerif any.

Prepayments. 6.1 No prepayment shall be permitted unless such a prepayment is made (a) Any Borrower may, upon at least three Business Days’ notice to the instructions Agent, prepay any ABR Borrowing or Eurocurrency Borrowing in whole at any time or from time to time in part in amounts at least equal to the Borrowing Minimum that are multiples of the Lender in writing upon the receipt from the Borrower of a notice in writing at least 15 (fifteen) Banking Days prior Borrowing Multiple, together with accrued interest thereon to the date of prepayment. (b) In the proposed event and on each occasion that the aggregate amount of the Revolving Credit Exposures exceeds 105% of the aggregate amount of the Commitments, the Borrowers shall promptly prepay Borrowings in an aggregate amount equal to the 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 (which notice 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 specify exceed 105% of the dateaggregate amount of the Commitments, time and place at which any part or full prepayment then the Borrowers shall prepay Borrowings in an aggregate amount equal to the amount in excess of such aggregate amount of the Commitments not later than the next Business Day following receipt by the Company of a notification from the Agent of the amount of Facility shall be made) on such terms and conditions as may be stipulated by the Lenderpayable hereunder. 6.2 All sums prepaid will be applied towards reduction of the Facility Amount outstanding. The Borrower shall be responsible for compensating the Lender for any funding, breakage or other costs (“Prepayment Costs”c) incurred as a result of any partial or full If 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period Eurocurrency Loan occurs other than at the end of an applicable Interest Period, then the Borrower 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 mandatorily be applied to prepay ratably the applicable Drawdown Loans of the several Lenders included in full without any Prepayment Costs at such prepaid Borrowings. (d) Upon receipt of a notice of prepayment pursuant to paragraph (a), the end Agent shall promptly notify each Lender of that relevant Interest Period. Section 6.1 the contents thereof and of this Agreement such Lender’s ratable share (if any) of such prepayment and such notice shall not apply to thereafter be revocable by such prepayment by the Borrower.

Prepayments. 6.1 No prepayment shall be permitted unless such (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 prepayment Eurodollar Loan is made at prepaid on any day other than the instructions last day of the Lender in writing upon the receipt from Interest Period applicable thereto, the Borrower of a notice shall also pay any amounts owing pursuant to Section 2.16. (b) Except for Overadvances permitted under Section 2.5, in writing at least 15 (fifteen) Banking Days prior to the date of the proposed prepayment (which notice shall specify the date, time event 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 occasion that the Lendertotal 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. 6.2 All sums prepaid will be applied towards reduction of (c) In the Facility Amount outstanding. The Borrower shall be responsible for compensating the Lender for event and on each occasion that any funding, breakage Net Cash Proceeds are received by 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 on behalf of the Borrower or as a result any Guarantor in respect of any Prepayment Event, the occurrence of an Event of Default (as hereinafter referred to) or any default 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 complying with the terms and conditions Section 2.11(d) below in an aggregate amount equal to 100% of this Agreement. 6.3 Provided that such Net Cash Proceeds; provided, however, if on any date the Borrower or any Subsidiary Guarantor shall have the right to prepay 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 each 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 applicable Drawdown(sAdministrative 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 fullthe 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 in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that (ii) in the event case of failure 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 Lender and the Borrower to mutually agree 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 rate of interest for a subsequent Interest Period at the end of an Interest PeriodRevolving Borrowing, the Borrower Administrative Agent shall mandatorily prepay advise the applicable Drawdown Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in full without any Prepayment Costs at an aggregate principal amount of $500,000 or a whole multiple thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the end of that relevant Interest PeriodRevolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower2.13.

Prepayments. 6.1 No prepayment shall be permitted unless (a) Subject to Section 9.04(b), if applicable, the Borrower may (i) following notice given to the Agent by the Borrower not later than 11:00 A.M. (New York City time) on the proposed date of prepayment, such a prepayment is made at notice specifying the instructions proposed date and aggregate principal amount of the Lender in writing upon the receipt from prepayment, and if such notice is given, the Borrower shall prepay the outstanding principal amounts of a 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 in writing at least 15 given to the Agent by the Borrower not later than 11:00 A.M. (fifteenLondon time) Banking three Business Days prior to the proposed date of prepayment, such notice specifying the proposed prepayment (which notice shall specify the date, time date and place at which any part or full prepayment aggregate principal amount of the amount of Facility shall be made) on prepayment, and if 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 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Periodnotice is given, the Borrower shall mandatorily prepay the applicable Drawdown outstanding principal amounts of the Eurodollar Rate Advances comprising a Borrowing in full without whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid. Each partial prepayment shall be in an aggregate principal amount not less than $1,000,000. (b) If on any Prepayment Costs date the Agent notifies the Company that the aggregate principal amount of all outstanding Revolving Credit Obligations exceeds the Total Commitment, the Borrower shall on such date prepay an aggregate principal amount of Advances ratably to the Banks in an amount equal to, or, at the end option of that relevant Interest Periodthe Borrower, greater than such excess, with accrued interest to the 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 6.1 9.04(b). (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of this Agreement prepayment under clause (a) above if such prepayment would have resulted from a refinancing of the facilities hereunder, which refinancing shall not apply to such prepayment by the Borrowerbe consummated or shall otherwise be delayed.

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 (fifteena) Banking Days prior to the date of the proposed prepayment (which notice shall specify the dateExcept as otherwise provided herein, 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 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) Loan in full, whole or in part part. On or after the Monthly Payment Date occurring two (2) months prior to the Maturity Date, Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole on any date without payment of any Prepayment Costsprepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium). Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. 6.4 The (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower agrees for Restoration, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. Borrower shall make the Condemnation Payment as and undertakes that to the extent required hereunder. No prepayment premium or penalty (including, without limitation, any Default Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any Condemnation Payment). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the event Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of failure Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. (c) If, prior to the Prepayment Release Date, concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, (i) such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and (ii) Borrower, such purchaser at foreclosure or other Person shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrowerits sole discretion.

Prepayments. 6.1 No prepayment (a) The Borrower shall be permitted unless such a prepayment is made at provide the instructions of the Lender in writing upon the receipt from the Borrower of a Agent with prior written notice in writing at least 15 conformity with the Required Notice Period in the form of Exhibit IX hereto (fifteena “Prepayment Notice”) Banking Days prior to the date of the any proposed prepayment (which notice shall specify the date, time and place at which in whole or in part of 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 outstandingAdvances Outstanding. The Borrower shall be responsible for compensating only deliver a Prepayment Notice if Collections are available in an amount sufficient to make the Lender for proposed prepayment of Advances Outstanding plus any funding, breakage or other costs related accrued and unpaid Interest and Broken Funding Costs. Such Prepayment Notice shall designate (i) the date (the “Proposed Prepayment CostsDate”) incurred as upon which any such prepayment shall occur (which date shall give effect to the applicable Required Notice Period and need not be a result of any partial or full prepayment Settlement Date), (ii) the amount of the Facility outstandingAdvances Outstanding to be prepaid, for any reason, including but not limited to, and (iii) to which Loan or Loans such prepayment being made 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 request portion of the Aggregate Loan Amount which has been prepaid on the Proposed Prepayment Date, provided, however, that unpaid accrued Interest on such prepaid amount shall only be paid on such date if so requested by the Agent, on behalf of the Lender, in its sole discretion, otherwise such Interest shall be payable on the next occurring Settlement Date. (b) If on any day the Credit Exposure exceeds the amount obtained by subtracting the Required Reserve from the Net Pool Balance (such an event, a “Borrowing Base 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 or as thereof, shall make a result prepayment in an amount equal to such Borrowing Base Deficiency to be applied first, to the ratable reduction of the occurrence Aggregate Loan Amount and second, to Cash-Collateralize the LC Obligations. The Borrower shall also make payment of an Event any Broken Funding Costs and accrued and unpaid Interest on the portion of Default (as hereinafter referred to) or any default the Aggregate Loan Amount which has been prepaid, provided, however, that unpaid accrued Interest on such prepaid amount shall only be paid on such date if so requested by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in fullAgent, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure on behalf of the Lender and Lender, in its sole discretion, otherwise such Interest shall be payable on the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrowernext occurring Settlement Date.

Prepayments. 6.1 No If the Revolving Facility Outstanding Amount shall at any time 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 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 permitted unless such applied against outstanding Advances of the Bank, (ii) each prepayment of the Note shall be made to the Bank not later than 2:00 p.m. Local Time, on a Business Day, and funds received after that hour shall be deemed to have been received by the Bank on the next following Business Day, (iii) each partial prepayment is made of Fundings which, at the instructions time of the Lender in writing upon the receipt from the Borrower of such prepayment, bear interest at a notice in writing at least 15 (fifteen) Banking Days prior to Eurodollar Rate shall be accompanied by accrued interest on such partial prepayment through the date of the proposed prepayment and additional compensation calculated in accordance with Section 2.18, (which notice shall specify the date, time and place at which any part or full iv) each partial prepayment of Fundings with respect to the amount Revolving Facility which, at the time of Facility such prepayment, bear interest at a Eurodollar Rate, shall be madein an aggregate amount equal to the applicable minimum Funding amount specified in Section 2.4 for the Revolving Facility and, after application of any such prepayment, shall not result in a Eurodollar Funding remaining outstanding in an amount less than such minimum Funding amount, and (v) on each partial prepayment of Fundings with respect to the Revolving Facility which, at the time of such terms and conditions as prepayment, bear interest at a Floating Rate, shall be in an aggregate amount equal to $2,000,000 or a higher integral multiple of $1,000,000, unless (in either case) the aggregate outstanding balance of the Note under the Revolving Facility being prepaid is less than the minimum Funding amount, in which event any such prepayment may be stipulated by the Lenderin such lesser amount. 6.2 All sums prepaid will be applied towards reduction of the Facility Amount outstanding. The Borrower 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower.

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 (fifteen) 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 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) Loans, in full, whole or in part without any (except as otherwise specifically provided herein) provided: (i) written notice of such prepayment (a “Prepayment Costs. 6.4 The Borrower agrees and undertakes that Notice”) is given to Administrative Agent in accordance with the event provisions of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 10.18 of this Agreement at least thirty (30) but not more than ninety (90) days prior to the date to be fixed therein for prepayment; and (ii) such prepayment is accompanied by the Make-Whole Breakage Amount (if the principal being repaid is a LIBOR Amount and is being repaid prior to the expiration of the related Interest Period), 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 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 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 apply 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 prepayment, the 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 (i) thirty (30) days’ unearned interest computed at the Base Rate on the amount prepaid, or (ii) unearned interest computed on the amount prepaid for the period from, and including, the date of prepayment through the applicable Interest Period. (iii) In the event 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 and all penalties of any kind under applicable law as a result such excess interest shall be inapplicable. (iv) Except as otherwise specifically provided in the Loan Agreement and Security Instrument, the Make-Whole Breakage Amount shall be due, to the extent 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 by is voluntary or involuntary, even if such prepayment results from Administrative Agent’s exercise of its rights upon Borrower’s default and acceleration of the BorrowerMaturity Date (irrespective of whether foreclosure proceedings have been commenced), and shall be in addition to any other sums due under the Loan Documents. (v) As used herein, the term “Make-Whole Breakage Amount” means an amount calculated as follows:

Prepayments. 6.1 No prepayment shall be permitted unless such a prepayment is made at (a) The Company may prepay the instructions of the Lender in writing Base Rate Loans upon the receipt from the Borrower of a not less than one (1) Business Days' prior notice in writing at least 15 (fifteen) Banking Days prior to the date of Agent (which shall promptly notify the proposed prepayment (Banks), 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, if less) and shall be irrevocable and effective only upon receipt by the Agent, provided that interest on the principal prepaid, accrued to the prepayment date, time shall be paid on the prepayment date. The Company may prepay Eurodollar Loans on the same condition as for Base Rate Loans and place at which 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 part termination or full reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.03(b), the outstanding aggregate principal amount of the Loans plus the LC Exposure exceeds the Aggregate Maximum Credit Amounts, the Company shall (i) pay or 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 Banks an amount equal to the excess, to be held as cash collateral as provided in Section 2.10 hereof. (c) Upon any redetermination of the amount of Facility 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 (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 Banks an amount equal to such remaining Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.10(b) hereof. (d) [reserved] (e) Prepayments permitted or required under this Section 2.07 shall be made) on such terms and conditions without premium or penalty except as required under Section 5.05 for prepayment of Eurodollar Loans. Any prepayment made may be stipulated by reborrowed subject to the Lenderthen effective Aggregate Commitments. 6.2 All sums prepaid will be applied towards reduction of the Facility Amount outstanding. The Borrower 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower.

Prepayments. 6.1 No prepayment (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part without premium (but subject to Section 2.10 and except as provided in this Section). (ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or prior to the No-Call Date shall be permitted unless such accompanied by a prepayment is made at fee equal to the instructions 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. (b) When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Loans in the amount 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 in writing upon elections not to accept such prepayment, the receipt from 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) Not fewer than 30 days prior to any payment or prepayment of any principal amount of the Loan Proceeds Note , the Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (e) below, prepay the 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 the Loan Proceeds Note, 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 (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 in writing at least 15 (fifteen) Banking 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 of on which the proposed prepayment (which notice shall specify Administrative Agent is required to notify the date, time and place at which any part or full prepayment Borrower of the amount of Facility 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 madepaid 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 telecopy) of any prepayment hereunder not later than 1:00 p.m., New York City time, two Business Days before the date of prepayment or such terms and conditions lesser period as may be stipulated by acceptable to the Lender. 6.2 All sums Administrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount to be prepaid will be applied towards reduction and, in the case of a mandatory prepayment, a reasonably detailed calculation of the Facility Amount outstanding. The Borrower amount of such prepayment and, in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such prepayment shall be responsible for compensating the Lender for any funding, breakage or other costs (“Prepayment Costs”) incurred as a result applied. Promptly following receipt of any partial or full prepayment such notice, the Administrative Agent shall advise the Lenders of the Facility outstanding, for contents thereof. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.07. If any reason, including but not limited to, such prepayment being pursuant to this Section is 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 default by the Borrower in complying with other than on the terms and conditions last day of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without to any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Periodprepaid Eurodollar Loans, the Borrower shall mandatorily prepay also pay to each Lender (other than any Declining Lender) on the applicable Drawdown in full without date of such prepayment any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply amount owing to such prepayment by the BorrowerLender pursuant to Section 2.10.

Prepayments. 6.1 No prepayment shall be permitted unless such a prepayment is made at the instructions (a) Each of the Lender Borrowers may at any time and from time to time prepay the Revolving Loans made to it and the Reimbursement Obligations in writing respect of Letters of Credit issued for its account, in whole or in part, subject to subsection 4.12, without premium or penalty, upon the receipt from at least three Business Days’ irrevocable notice by the Borrower Representative to the Administrative Agent (in the case of a notice in writing Eurocurrency Loans), at least 15 (fifteen) Banking Days prior one Business Day’s irrevocable notice by the Borrower Representative to the date Administrative Agent (in the case of (x) ABR Loans other than Swing Line Loans and (y) Reimbursement Obligations) or same day irrevocable notice by the proposed prepayment Borrower Representative to the Administrative Agent (which in the case of Swing Line Loans). Such notice shall specify the dateidentity of the prepaying Borrower, time the date and place at which amount of prepayment and whether the prepayment is (i) of Tranche A Loans, 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 combination thereof, the principal amount allocable to each and, in the case of any part or full 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 Facility 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 made) due and payable on such terms and conditions as may be stipulated by the Lender. 6.2 All sums date specified therein, together with (if a Eurocurrency Loan is prepaid will be applied towards reduction of the Facility Amount outstanding. The Borrower 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay than at the end of each the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.12 and accrued interest to such date on the applicable Drawdown(samount prepaid. Partial prepayments of the Revolving Loans and the Reimbursement Obligations pursuant to this subsection shall (unless the Borrower Representative otherwise directs) be applied, first, to payment of any 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 this subsection 4.4(a) shall be in fullmultiples of $1.0 million; provided that, or notwithstanding the foregoing, any Loan may be prepaid in part without any Prepayment Costsits entirety. 6.4 (b) The Borrower agrees and undertakes that 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), the Borrowers shall prepay on such day the principal of outstanding Tranche A Loans in an amount equal to such excess. If, after giving effect to the event prepayment of failure all outstanding Tranche A Loans made to the Borrowers, the aggregate amount of the Lender 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 Borrower Lenders hereunder in a cash collateral account to mutually agree to a rate of interest for a subsequent Interest Period at be established by, and under the end of an Interest Periodsole dominion and control of, the Borrower 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 mandatorily prepay on such day the applicable Drawdown principal of Tranche A-1 Credit Loans made to them in an amount equal to such excess. (iii) On any day on which the Aggregate Revolving Credit exceeds the aggregate Commitment at such time, the Borrowers shall prepay on such day first the Agent Advances then outstanding and thereafter the principal of Revolving Loans in an amount equal to such excess. All prepayments of Revolving Loans under this subsection (iii) shall be applied first to the prepayment in full without of the outstanding Tranche A Loans and after prepayment in full thereof, if any Prepayment Costs at such excess has not been eliminated, to the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower.Tranche A-1

Prepayments. 6.1 No prepayment shall be permitted unless such a prepayment is made at (a) The Borrower may (1) upon same day’s notice to the instructions of the Lender in writing Administrative Agent, prepay any ABR Borrowing and (2) upon the receipt from the Borrower of a notice in writing at least 15 (fifteen) Banking Days prior three Euro-Dollar Business Days’ notice to the Administrative Agent, prepay any Euro-Dollar Borrowing, in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Upon receipt of a notice of prepayment pursuant to this Section 2.10(a), the proposed Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank’s ratable share of such prepayment. (b) Upon receipt by Parent or any of its Subsidiaries, on or after the Closing Date, of Net Cash Proceeds arising from any Debt Issuance, Equity Issuance, Asset Sale or Recovery 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 Loans in an amount equal to 100% of such Net Cash Proceeds. Upon receipt of such notice from the Borrower, the 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, the Borrower shall 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 of the Company or any of its Subsidiaries on or after the Effective Date, but prior to the Closing Date less the aggregate amount of reductions in 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 notice from the Borrower, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank’s ratable share of such prepayment. (d) Prior to any prepayment (which notice of Loans under this Section 2.10, the Borrower shall specify the dateBorrowing or Borrowings to be prepaid (or, time if no such specification shall have been provided, the Administrative Agent shall apply such prepayment first to ABR Loans and place at which second to 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 date of prepayment and (ii) be applied on a ratable basis to each Bank in accordance with its Applicable Percentage. In connection with any part or full such prepayment of a Euro-Dollar Borrowing on a date other than 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 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end last day of an Interest Period, the Borrower shall mandatorily prepay reimburse the applicable Drawdown Banks for funding losses as provided in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower2.13.

Prepayments. 6.1 No prepayment (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part without premium (but subject to Section 2.10 and except as provided in this Section). (ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or prior to the No-Call Date shall be permitted unless such accompanied by a prepayment is made at fee equal to the instructions 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. (b) When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Loans in the amount 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 in writing upon elections not to accept such prepayment, the receipt from 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) Not fewer than 30 days prior to any payment or prepayment of any principal amount of the Loan Proceeds Note , the Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (e) below, prepay the 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 the Loan Proceeds Note, 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 (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 in writing at least 15 (fifteen) Banking 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 of on which the proposed prepayment (which notice shall specify Administrative Agent is required to notify the date, time and place at which any part or full prepayment Borrower of the amount of Facility 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 madepaid 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 telecopy) of any prepayment hereunder not later than 1:00 p.m., New York City time, two Business Days before the date of prepayment or such terms and conditions lesser period as may be stipulated by acceptable to the Lender. 6.2 All sums Administrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount to be prepaid will be applied towards reduction and, in the case of a mandatory prepayment, a reasonably detailed calculation of the Facility Amount outstanding. The Borrower amount of such prepayment and, in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such prepayment shall be responsible for compensating the Lender for any funding, breakage or other costs (“Prepayment Costs”) incurred as a result applied. Promptly following receipt of any partial or full prepayment such notice, the Administrative Agent shall advise the Lenders of the Facility outstanding, for contents thereof. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.07. If any reason, including but not limited to, such prepayment being pursuant to this Section is 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 default by the Borrower in complying with other than on the terms and conditions last day of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without to any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Periodprepaid Eurodollar Loans, the Borrower shall mandatorily prepay also pay to each Lender (other than any Declining Lender) on the applicable Drawdown in full without date of such prepayment any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply amount owing to such prepayment by the Borrower.Lender pursuant to

Prepayments. 6.1 No (a) Subject to the prepayment shall be permitted unless such a prepayment is made at fee as set forth in subsection 2.10(b) and the instructions provisions of subsection 2.21 upon not less than thirty (30) days' prior written notice to the Lender in writing upon the receipt from the Borrower of a notice in writing at least 15 (fifteen) Banking Days prior to Agent specifying 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 date shall be made) on such terms and conditions as a Business Day), the Borrowers may be stipulated by the Lender. 6.2 All sums prepaid will be applied towards reduction of the Facility Amount outstanding. The Borrower 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, but not in part, 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 (ii) shall (x) cause to be issued to and for the benefit of the Agent and the Lenders a letter of credit in part without any Prepayment Costsform and substance acceptable to the Agent issued by a bank or other financial institution acceptable to the Agent to secure such Lender Guaranties, or (y) deposit cash collateral with the Agent, for the benefit of the Agent and the Lenders pursuant to a cash collateral agreement in form and substance satisfactory to the Agent, in either case, in an amount equal to one hundred ten percent (110%) of the aggregate Lender Guaranty Liability with respect to the Lender Guaranties that will remain outstanding after prepayment in full of all other Obligations. 6.4 The Borrower agrees (b) If the Borrowers shall prepay all or any portion of the Obligations pursuant to subsection 2.10 (a) the Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, as liquidated damages and undertakes that compensation for the costs of being prepared to make funds available to the Borrowers hereunder an amount determined as follows: two percent (2%) of the Revolving Loan Facility for any repayment in the event of failure first Loan Year and one percent (1%) of the Lender and Revolving Loan Facility for any repayment during the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrowersecond Loan Year.

Prepayments. 6.1 No The Borrower may elect to prepay all or any Portion of the unpaid principal balance of any Retained New Form Note Advance Portion in the manner, at the price, and subject to the limitations as next described: (a) The Borrower shall deliver to FFB written notification of such prepayment election not less than 5 Business Days prior to the proposed date of prepayment and, if less than the total outstanding principal amount of such Retained New Form Note Advance Portion is to be prepaid, the Borrower shall specify in such notification the Portion thereof that is proposed to be prepaid. (b) The Borrower shall pay to FFB, at the time of prepayment of all or any Portion of any Retained New Form Note Advance Portion: (1) for so long as the Refinancing Authority shall be permitted unless in effect, the outstanding principal amount of such a Retained New Form Note Advance Portion or the Portion thereof to be prepaid, all accrued interest thereon through the date of prepayment, plus the prepayment is made at premium required by the instructions terms of the Lender Refinancing Authority; and Part IIC (Retained New Form Note Advance Portions) (2) in writing upon the receipt event that the Refinancing Authority shall no longer be in effect, a price for such Retained New Form Note Advance Portion, and all accrued interest thereon through the date of prepayment, that would, if such Retained New 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 New 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 identical to that of such Retained New Form Note Advance Portion; and if the Borrower elects to repurchase a Portion of a notice Retained New Form Note Advance Portion, the Borrower shall pay to FFB a price for such Portion that would equal such Portion's pro rata share of the price for a repurchase of the entire Retained New Form Note Advance Portion, calculated in writing at least 15 (fifteen) Banking accordance with the principles of this sentence. The amount 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 the date of the proposed prepayment, using standard calculation methods of the United States Department of the Treasury. (c) If the Borrower elects to prepay a Portion of a Retained New Form Note Advance Portion, the prepayment (which notice price paid shall specify be applied, first, to interest accrued on such Portion of the dateRetained New Form Note Advance Portion to the date of prepayment and, time and place at which any part or full then, to principal installments in the inverse order of maturity. Following the prepayment of a Portion of a Retained New Form Note Advance Portion, subsequent payments shall continue to be made in the amounts specified in the respective Retained New Form Note Advance Portion Schedule, if a schedule for the payment of principal is specified on such Retained New Form Note Advance Portion Schedule, or, if not, then in accordance with the payment schedule resulting from the method for the payment of principal selected under subparagraph (b) of paragraph 6 of this Part IIC, until the entire principal amount of Facility such Retained New Form Note Advance Portion, and all accrued interest thereon, is paid; except that, with respect to any Retained New Form Note Advance Portion for which the Borrower has selected the "level debt service" method under subparagraph (b) of paragraph (6) of this Part IIC, payments shall continue to be made in accordance with the level debt service payment schedule that resulted when the Borrower first selected the level debt Part IIC (Retained New Form Note Advance Portions) service method, and such payments shall be made) on allocated by FFB between outstanding principal and accrued interest, as appropriate, until the entire principal amount of such terms Retained New Form Note Advance Portion, and conditions as may be stipulated by the Lenderall interest accrued thereon, is paid. 6.2 All sums prepaid will (d) Any prepayment of a Portion of a Retained New Form Note Advance Portion shall, as to the principal amount of such Portion, be applied towards reduction subject to a minimum amount equal to $100,000.00 of the Facility Amount outstanding. principal. (e) The Borrower provisions of this paragraph 11 shall be responsible for compensating the Lender for any funding, breakage or other costs (“Prepayment Costs”) incurred as a result apply to all prepayments of any partial Retained New Form Note Advance Portion, regardless whether such prepayments are made pursuant to the refinancing Authority 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 default by the Borrower in complying with the terms and conditions of this Agreement.otherwise. PART IID TERMS APPLICABLE TO RETAINED REFINANCED REFINANCING NOTE ADVANCE PORTIONS 6.3 Provided that the Borrower shall have the right 1. Promise to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest PeriodPay. FOR VALUE RECEIVED, the Borrower shall mandatorily prepay the applicable Drawdown in full without (which term includes any Prepayment Costs successors or assigns) promises to pay FFB (which term includes any successors or assigns) at the end time, in the manner, and with interest at the rates hereinafter provided, the principal amount of that relevant Interest Periodthe Retained Refinanced Refinancing Note Advance Portions more particularly described in the Retained Refinanced Refinancing Note Advance Portion Schedules attached hereto as Annex 2D. 2. Section 6.1 Principal Amount of this Agreement Retained Refinanced Refinancing Note Advance Portions. The principal amount of each Retained Refinanced Refinancing Note Advance Portion shall not apply to be the amount specified on the respective Retained Refinanced Refinancing Note Advance Portion Schedule as being the principal amount of such prepayment by the BorrowerRetained Refinanced Refinancing Note Advance Portion.

Prepayments. 6.1 No prepayment shall be permitted unless such a prepayment is made at (a) Borrower may elect to prepay any Adjusted Net LIBOR Rate Loans only on the instructions last day of the Lender in writing upon the receipt from the Borrower of a notice in writing at least 15 (fifteen) Banking Days prior to the date of the proposed prepayment (which notice shall specify the dateapplicable Interest Period, 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 shall be responsible for compensating the Lender for any fundingprovided, 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure the prepayment of any such Loans, including any automatic prepayment through the Lender required application by Foothill of proceeds of Accounts and other Collateral received by Foothill, on a date other that the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end last day of an Interest PeriodPeriod for any reason, including, without limitation, acceleration pursuant to Section 4(b) hereof or pursuant to the Agreement, Borrower shall indemnify Foothill for Funding Losses which may arise in connection with such payment. Notwithstanding anything to the contrary contained herein, if the outstanding Loans are reduced below the balance of the outstanding Adjusted Net LIBOR Rate Loans by virtue of automatic prepayment from proceeds of Accounts and other collateral, then Foothill will automatically make an advance to Borrower so that the outstanding Loans will equal the outstanding Adjusted Net LIBOR Rate Loans so long as Borrower has sufficient borrowing availability under the formulas set forth in the Agreement and subject to the reserves and applicable sublimits thereunder. (b) In the event that the aggregate amount with respect to which the Borrower has exercised the LIBOR Option exceeds eighty percent (80%) of the amount of Loans actually outstanding at any time, then, in addition to all other rights and remedies of Foothill, Foothill may, at its option, require that such Adjusted Net LIBOR Rate Loans cease to accrue interest at the Adjusted Net LIBOR Rate. In such event, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower.Adjusted Net

Prepayments. 6.1 No prepayment shall be permitted unless such The Peregrine Parties will not prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Peregrine Party under any Note (a prepayment is made at “Note Prepayment”), except that the instructions Peregrine Parties may make a Note Prepayment of any of the Lender in writing upon the receipt from the Borrower of a notice in writing at least 15 Notes if: (fifteen1) Banking Days prior to the making of such Note Prepayment, the Peregrine Parties shall have paid to Fleet in full the amounts set forth in Section V.O.; (2) 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 agreement with the holders of such Notes 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 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 outstanding obligations of the Peregrine Parties under the Lender Group Credit Agreement or any other secured credit facility of Peregrine (regardless of whether such Note Prepayments and such repayment is made concurrently with such Disposition) Peregrine shall have unrestricted cash on hand of not less than $40,000,000; (4) (a) such Note Prepayment shall be made upon confirmation of an Acceptable Plan of Reorganization, or (b) on the date of such Note Prepayment, after giving effect to all Note Prepayments to be made on the proposed prepayment (which notice shall specify the date, time Notes and place at which any part or after repaying in full prepayment all of the amount outstanding obligations of Facility the Peregrine Parties under the Lender Group Credit Agreement or any other secured credit facility of Peregrine (regardless of whether such 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 madecertified by the 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 Note Prepayment, any portion of the 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 determined by the Bankruptcy Court in the event of any disagreement as to the reasonableness thereof) and the agreements or 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 Past Due Purchase Obligations, and that the Purchasers may block payments upon a New Event of Default, all on terms and conditions reasonably satisfactory to the Purchasers as may be stipulated determined by the Lender. 6.2 All sums prepaid will be applied towards reduction of Bankruptcy Court in the Facility Amount outstanding. The Borrower shall be responsible for compensating the Lender for any funding, breakage or other costs (“Prepayment Costs”) incurred as a result event of any partial or full prepayment disagreement as to the reasonableness thereof; (6) prior to the making of any Note Prepayment Peregrine shall have provided to each Purchaser copies of all agreements related to all Note Prepayments to be made on 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 Notes; and (as hereinafter referred to7) or any default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower each Purchaser shall have the right to prepay at have all or any portion of its then outstanding Past Due Purchase Obligations repaid and/or restructured on the end same terms and conditions as such Note Prepayment contemporaneously with the making of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costssuch Note Prepayment. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower.

Prepayments. 6.1 No (a) The Borrower shall have no right to prepay the principal amount of any Loan during the respective Lockout Period. (b) From and after the Lockout Period of each Loan, the Borrower may, upon at least fifteen (15) days' prior notice to the Lender (stating the proposed date, the identity of the Approved Motel Facility for which Loan (or Loans) is being prepaid, and the aggregate principal amount of the prepayment) prepay the outstanding principal amount of each Loan in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid, provided, however, that during the period from the expiration of the Lockout Period through the first anniversary of the respective Loan, the Borrower shall be permitted unless such also pay to the Lender a prepayment is made at sum (the instructions "Yield Maintenance Amount") equal to one percent (1%) of the principal amount prepaid plus any costs, fees or expenses incurred by the Lender in writing upon the receipt from connection with such prepayment including, without limitation, any costs to unwind any LIBOR Base Rate contracts (if any). The Lender shall deliver notice to the Borrower of a notice in writing the amount of any Yield Maintenance Amount due with respect to any prepayment by the Borrower at least 15 three (fifteen3) Banking Business Days prior to the date of the proposed prepayment (such prepayment, which notice shall specify be conclusive and binding upon the dateBorrower absent manifest error. Upon the giving of such notice of prepayment by the Borrower, time the principal amount of the Loan (or Loans) specified to be prepaid shall become due and place at which payable on the date specified for such prepayment. (c) The Borrower may prepay each Loan, in whole or in part, without payment of the Yield Maintenance Amount or any part other premium or full prepayment penalty after the first anniversary of the Closing Date of the respective Loan. (d) Notwithstanding anything set forth in the Agreement, the Notes or any other Loan Documents, in no event shall the Lender have any obligations to fund Loans in an aggregate amount exceeding the amount of Facility shall be madeCommitment. If at any time the aggregate principal amount of Loan (or Loans) on outstanding at such terms and conditions as may be stipulated by time exceeds the Lender. 6.2 All sums prepaid will be applied towards reduction amount of the Facility Amount outstanding. The Borrower 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest PeriodCommitment, the Borrower shall mandatorily forthwith prepay the applicable Drawdown Loans then outstanding in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply an amount equal to such prepayment by the Borrowerexcess, together with accrued interest.

Prepayments. 6.1 No (a) Each Borrower 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 shall be permitted unless such a prepayment is made and (ii) upon at least two Business Days’ notice to the instructions Agent for Eurodollar Rate Advances, stating the proposed date and aggregate principal amount of the Lender prepayment, and if such notice is given such Borrower shall, prepay the outstanding principal amount of the Revolving Credit Advances comprising part of the same Revolving Credit Borrowing in writing upon the receipt from the Borrower of a notice whole or ratably in writing at least 15 (fifteen) Banking Days prior part, together with accrued interest to the date of such prepayment on the proposed prepayment (which notice shall specify the dateprincipal amount prepaid and amounts, time and place at which any part or full prepayment of the amount of Facility shall if any, required to be madepaid pursuant to Section 8.4(c) 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 shall be responsible for compensating the Lender for any funding, breakage or other costs (“Prepayment Costs”) incurred as a result of such prepayment; provided that each prepayment pursuant to this Section 2.5(a) shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (b) Additionally, if at any partial or full prepayment date the sum of the Facility outstandingaggregate 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 any reason, including but not limited to, such prepayment being made 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 or 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. (c) At the time of each payment pursuant to Section 2.5(b) by a Borrower, such Borrower shall 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 occurrence extent that any amount would be required hereunder to be applied to Revolving Credit Advances owed by any 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 Event ▇▇ ▇▇▇▇ Collateral Account in respect of Default such Borrower. (as hereinafter referred tod) or any default All amounts received by the Borrower 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 complying with such Security Document, second, to ratably pay the terms principal of and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure interest of the Lender 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 ▇▇ ▇▇▇▇ Collateral Accounts to the Borrower to mutually agree to a rate extent any Letters of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the BorrowerCredit are outstanding.

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 (fifteena) Banking Days prior to the date of the proposed prepayment (which notice shall specify the dateExcept as otherwise provided herein, 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 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay the Loan in whole or in part. On and after the Monthly Payment Date occurring three (3) months prior to the Maturity Date (the “Permitted Prepayment Date”), Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the end of each Interest Period the applicable Drawdown(s) Debt in full, whole or in part on any date without payment of the Yield Maintenance Premium. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e. principal and interest prepaid by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied to the Loan on the next Monthly Payment Date, with any Prepayment Costsinterest on such funds paid to Borrower on such date provided no Event of Default then exists. 6.4 The (b) On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender is not required to make such Net Proceeds available to Borrower agrees for Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Loan in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall. No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b). Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, with such interest accruing to the benefit of Borrower, and undertakes that shall be applied by Lender on the next Monthly Payment Date. (c) If during the continuance of an Event of Default, payment of all or any part of the Debt is tendered by Borrower , such tender shall be deemed a voluntary prepayment by Borrower in violation of the prohibition against prepayment set forth in this Section and Borrower shall pay the Default Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. If during the continuance of an Event of Default, payment of all or any part of the Debt is recovered by Lender (other than as described in the event of failure immediately preceding sentence), such recovery shall be deemed a voluntary prepayment by Borrower in violation of the prohibition against prepayment set forth in this Section and Borrower shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender and in its sole discretion. (d) Notwithstanding anything to the Borrower to mutually agree contrary contained in this Section 2.7, except with respect to a rate partial prepayment of interest for the Loan in accordance with Section 2.9 hereof and in connection with a subsequent Interest Period at partial release of the end Lien of an Interest Periodthe Security Instrument encumbering any Individual Property located in New York (which prepayment shall be applied to the maximum portion of the Debt secured by such Security Instrument), the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end partial prepayment of that relevant Interest Period. Section 6.1 of this Agreement principal shall not apply be applied to such prepayment the maximum portion of the Debt secured by the BorrowerSecurity Instrument encumbering the Individual Properties located in New York.

Prepayments. 6.1 No prepayment (a) Each Equipment Note shall be permitted unless prepaid in whole or in part by the Owner Trustee on a Rent Payment Date (or, in the circumstance provided in the last sentence of Section 10.3 of the Lease, 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 the event that the Lease as applicable to any Unit or Units related to such Equipment Note is terminated pursuant to Section 10 thereof, at a prepayment is made 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 instructions date of such prepayment (after deducting therefrom the Lender in writing upon the receipt from the Borrower of a notice in writing at least 15 (fifteen) Banking Days principal installment, if any, made on or prior to the date of such prepayment) by a fraction, the proposed prepayment 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, (which notice shall specify ii) as to interest, the date, time aggregate amount of interest accrued and place at which any part or full prepayment unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above on the date of Facility 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) Each Equipment Note shall be made) on such terms and conditions as may be stipulated prepaid in whole or in part by the Lender. 6.2 All sums prepaid will be applied towards reduction of Owner Trustee on a Rent Payment Date upon at least 15 days' prior notice from the Facility Amount outstanding. The Borrower shall be responsible for compensating Owner Trustee (or the Lender for any funding, breakage or other costs (“Prepayment Costs”Lessee on its behalf) incurred as a result of any partial or full prepayment of to 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 Indenture Trustee in connection with the occurrence of an Event of Default (as hereinafter referred toLoss 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) or any default by of the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in fullLease, or in part the event 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 date, 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 Equipment 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 Prepayment CostsMake-Whole Amount. 6.4 The Borrower agrees (c) Unless Lessee shall have elected to assume all of the rights and undertakes obligations of the Owner Trustee under this Indenture in respect of the Equipment Notes, each Equipment Note shall be prepaid in (d) 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 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 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, but without the payment of any Make-Whole Amount. (e) 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 be prepaid in whole but not in part on such Refunding Date, in the event of failure a refunding or refinancing pursuant to Section 10.2 of the Lender 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 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 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 such Equipment Note or Notes to be prepaid and the Borrower to mutually agree to a rate date of interest for a subsequent Interest Period at prepayment, which date shall be not less than 25 days after the end date of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrowernotice.

Prepayments. 6.1 No prepayment shall be permitted unless such a prepayment is made (a) The Borrower may, upon at least ten (10) Business Days' prior notice to the instructions Lender, stating the proposed date and aggregate principal amount of the Lender prepayment, prepay the outstanding principal amount of the Loans in writing upon the receipt from the Borrower of a notice whole or in writing at least 15 (fifteen) Banking Days prior part, together with accrued interest to the date of such prepayment on the proposed prepayment (which notice principal amount prepaid, without premium or penalty; provided that the Loans under the Second Supplemental Facility shall specify the datehave been theretofore repaid in full; and provided, time and place at which however, that any part or full prepayment of the amount Loans bearing interest at the Eurodollar Rate made other than on the last day of Facility an Interest Period for the Loans to be repaid 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 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 default subject to payment by the Borrower to the Lender of any costs, fees or expenses incurred by the Lender in complying connection with such prepayment including, without limitation, any costs to unwind any Eurodollar Rate contracts or Interest Rate Contracts. Upon the terms giving of such notice of prepayment by the Borrower, the principal amount of the Loans specified to be prepaid shall become due and conditions of this Agreementpayable on the date specified for such prepayment. 6.3 Provided that (b) If at any time the Borrower shall have aggregate principal amount of Loans outstanding at such time exceeds the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest PeriodCommitment, the Borrower shall mandatorily forthwith prepay the applicable Drawdown Loans then outstanding in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply an amount equal to such prepayment excess, together with accrued interest. (c) The Borrower shall forthwith prepay the Loans upon receipt by the BorrowerBorrower or its Subsidiaries of Asset Sale Proceeds in connection with an Asset Sale of a Mortgaged Property in an amount equal to such Asset Sale Proceeds, together with accrued interest to the date of such prepayment on the principal amount prepaid. (d) Upon receipt by the Borrower or its Subsidiaries of proceeds of any issuance of debt or equity 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 repayment of the Loans made under the Other Supplemental Facility, Second, to the repayment of the Loans made under this Agreement, Third, to the Term Loan (as defined in the Existing Facility) made under the Existing Facility, and Fourth, to the Revolving Loans (as defined in the Existing Facility) made under the Existing Facility.

Prepayments. 6.1 No (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving written notice (or telephonic notice promptly confirmed in writing) (an “Optional Prepayment Notice”) to the Administrative Agent no later than (i) in the case of prepayment shall be permitted unless of any Eurodollar Borrowing, 11:00 a.m. (New York time) not less than three (3) Business Days prior to any such a prepayment, (ii) in the case of any 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 (fifteen) Banking Days any Base Rate Borrowing, not less than one Business Day prior to the date of such prepayment, and (iii) in the proposed prepayment case of Swingline Borrowings, prior to 11:00 a.m. (which notice New York time) on the date of such prepayment. Upon receipt of any such Optional Prepayment Notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. Each Optional Prepayment Notice shall be irrevocable and shall specify the date, time proposed date of such prepayment and place at which any part or full prepayment of the principal amount of Facility shall each Borrowing or portion thereof to be made) on prepaid; provided that any such terms and conditions as Optional Prepayment Notice may state that such Optional Prepayment Notice is conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Capital Stock or incurrence of Indebtedness by the Borrower, in which case, such Optional Prepayment Notice may be stipulated revoked by the Lender. 6.2 All sums prepaid will be applied towards reduction of Borrower giving written notice (or telephonic notice promptly confirmed in writing) to the Facility Amount outstandingAdministrative Agent on or prior to the date for prepayment specified in such Optional Prepayment Notice if such condition is not satisfied. The Borrower shall be responsible for compensating the Lender for any funding, breakage or other costs (“If an Optional Prepayment Costs”) incurred as a result of any partial or full prepayment of the Facility outstanding, for any reason, including but Notice is given and has 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 default been revoked by the Borrower in complying accordance with the terms proviso to the immediately preceding sentence, the aggregate amount specified in such Optional Prepayment Notice shall be due and conditions of this Agreement. 6.3 Provided payable on the date designated in such Optional Prepayment Notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.11(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end last day of an Interest PeriodPeriod applicable thereto, the Borrower shall mandatorily prepay also pay all amounts required pursuant to Section 2.17. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the applicable Drawdown case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.2 or in full without the case of a Swingline Loan pursuant to Section 2.4. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing. (b) If at any Prepayment Costs at time the end Revolving Credit Exposure of that relevant Interest Period. all Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced pursuant to Section 6.1 of this Agreement 2.7 or otherwise, the Borrower shall not apply immediately repay Swingline Loans and Revolving Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.17. Each prepayment by shall be applied first to the BorrowerSwingline Loans to the full extent thereof, second to the Base Rate Loans to the full extent thereof, and finally to Eurodollar Loans to the full extent thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Bank and the Lenders, an amount in cash equal to such excess plus any accrued and unpaid fees thereon to be held as collateral for the LC Exposure. Such account shall be administered in accordance with Section 2.20(g) hereof.

Prepayments. 6.1 No prepayment shall be permitted unless such a prepayment is made at the instructions (i) If, as of the Lender last day of any month, (A) the sum of the outstanding principal balance of the Term Loan on such date plus the Revolver Usage on such date exceeds (B) the product 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”), then Borrowers shall immediately prepay the Obligations in writing accordance with Section 2.4(d)(i) in an aggregate amount equal to the Limiter Excess. (ii) Immediately upon the receipt from the Borrower by Borrowers or any of a notice in writing at least 15 (fifteen) Banking Days prior to the date their Subsidiaries of the proposed prepayment 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 notice qualify as Permitted Dispositions under the definition of Permitted Dispositions) which exceed $500,000 in the aggregate in any fiscal year, Borrowers shall specify prepay the date, time and place at which any part or full prepayment outstanding principal amount of the Obligations in accordance with Section 2.4(d)(ii) in an 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 equal to 100% of the Facility Amount outstanding. The Borrower shall be responsible for compensating the Lender for any fundingNet Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, breakage so long as (A) no Default 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 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 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 hereinafter referred toapplicable, 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 of their Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with Section 6.4. (iii) Immediately upon the receipt by Borrowers or any of 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 in accordance with Section 2.4(d)(ii) in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (iv) 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 default 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 Subsidiary of Stock to a Borrower or such Subsidiary, as applicable, and other than with respect to the Borrower items disclosed on Schedule 2.4(c)), Borrowers shall prepay the outstanding principal amount of the Obligations in complying accordance with Section 2.4(d)(ii) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such issuance or incurrence. The provisions of this Section 2.4(c)(iv) shall not be deemed to be implied consent to any such issuance or incurrence otherwise prohibited by the terms and conditions of this Agreement. 6.3 Provided that the Borrower (v) Borrowers shall have the right be permitted to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure outstanding principal amount of the Lender Obligations and accrued and unpaid interest without premium or penalty, except for prepayment premiums required to be paid pursuant to the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the BorrowerFee Letter.

Prepayments. 6.1 No (i) Except as otherwise provided in Section 5.3(C), Section 8.1 or Section 11.17 herein, no prepayment of the Loan shall be permitted unless such a prepayment is made at allowed in whole or in part, on or prior to the instructions Lockout Expiration Date other than principal payments required pursuant to Section 2.3. Thereafter, the Loan may be prepaid, in whole, but not in part, upon not less than thirty (30) days' prior notice to Lender. Any prepayments on the principal balance of the Lender in writing upon Loan evidenced by the receipt from the Borrower Note whether voluntary or involuntary, shall be accompanied by payment of a notice in writing at least 15 (fifteen) Banking Days prior interest accrued to the date of prepayment, together with 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 Lenderapplicable Prepayment Premium. 6.2 All sums prepaid will be applied towards reduction (ii) In the event of (a) the Facility Amount outstanding. The Borrower shall be responsible for compensating payment of any principal of any Loan other than on the Lender for any funding, breakage or other costs last day of an Interest Period applicable thereto (“Prepayment Costs”) incurred including as a result of an Event of Default) or (b) the failure to borrow or prepay the Loan on the date specified in any partial notice delivered pursuant to this Agreement or full prepayment the other Loan Documents (regardless of whether such notice was revoked by Borrower prior to such prepayment), then, in any such 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 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 delivered to Borrower and shall 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 Facility outstanding, for any reason, including but not limited toLoan is tendered by Borrower or otherwise recovered by Lender, such tender or recovery shall be deemed a voluntary prepayment being made at the request by Borrower in violation of the prohibition against prepayment set forth in Section 2.4(C)(i) and Borrower or as a result of shall pay to Lender, in addition to the occurrence of other Obligations, the Prepayment Premium. If the Maturity Date is accelerated, due to an Event of Default (as hereinafter referred to) or otherwise, or if any prepayment of all or any default portion of the Loan hereunder occurs, whether in connection with Lender's acceleration of the Loan or otherwise, or if the Mortgage is satisfied or released by foreclosure (whether by power of sale or judicial proceeding), deed in lieu of foreclosure or by any other means, then the Borrower in complying with the terms Prepayment Premium shall become immediately due and conditions of this Agreement. 6.3 Provided that the owing and Borrower shall have immediately pay the Prepayment Premium to Lender. Nothing contained in this Section 2.4(C)(iii) shall create any right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costsprepayment. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower.

Prepayments. 6.1 No prepayment shall be permitted unless such Subject, in the case of CP Rate Loans and LIBOR Loans, to the funding indemnification provisions of Section 4.3: (a) Borrower may from time to time voluntarily prepay, without penalty or premium, all outstanding Advances, or, in a prepayment is made at the instructions minimum aggregate amount of $1,000,000 per Group (or a larger integral multiple of $1,000,000 per Group), any portion of the Lender in writing upon the receipt from the Borrower of a outstanding Advances by giving prior written notice in writing at least 15 (fifteen) Banking Days prior to the date Co-Agents (each, a "Prepayment Notice"): (i) given within the Required Notice Period with respect to each Pool Funded Conduit's Loans so prepaid and (ii) providing for such prepayment to occur on the last day of the proposed prepayment (which notice shall specify the date, time and place at which any part or full CP Tranche Period with respect to Gotham's CP Rate Loans so prepaid; provided that each such 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 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 default by the Borrower in principal complying with the terms and conditions provisions of this Agreementsection 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 to prepay any portion of the outstanding Advances in any manner other than as required herein to minimize any Broken Funding Costs associated with such prepayment. 6.3 Provided that (b) If, on any Business Day, the aggregate outstanding principal amount of the Loans from the Blue Ridge Group exceeds the Blue Ridge Allocation Limit, or the aggregate principal amount of the Loans outstanding from Blue Ridge exceeds the Blue Ridge Liquidity Banks' Liquidity Commitments pursuant to the Blue Ridge Liquidity Agreement divided by 102%, Borrower shall have prepay such Loans by wire transfer to the right Blue Ridge Agent received not later than 1:00 p.m. (New York City time) on the first Business Day thereafter of an amount sufficient to prepay at eliminate such excess, together with accrued and unpaid interest on the end amount prepaid. (c) If, on any Business Day, the aggregate outstanding principal amount of each Interest Period the applicable Drawdown(s) in fullLoans from the Gotham Group exceeds the Gotham Allocation Limit, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure aggregate principal amount of the Lender and Loans outstanding from Gotham exceeds the Borrower Gotham Liquidity Banks' aggregate Liquidity Commitments pursuant to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest PeriodGotham Liquidity Agreement divided by 102%, the Borrower shall mandatorily prepay such Loans by wire transfer to the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall Gotham Agent received not apply to such prepayment by the Borrower.later than

Prepayments. 6.1 (i) No prepayment of the Loan shall be permitted unless such a prepayment is made at allowed in whole or in part, on or prior to the instructions Lockout Expiration Date, other than principal payments required pursuant to Section 2.3. 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 principal balance of the Lender in writing upon Loan evidenced by the receipt from the Borrower Note whether voluntary or involuntary, shall be accompanied by payment of a notice in writing at least 15 (fifteen) Banking Days prior interest accrued to the date of prepayment, together with the proposed applicable Prepayment Premium. Any prepayments made pursuant to the foregoing shall be made on a Payment Date provided, however, Borrower may elect to make any such prepayments on a Business Day which is not a Payment Date if, in addition to all interest which has accrued to and including the date of prepayment and the Prepayment Premium, Borrower also pays all interest which would accrue on the Loan to, but not including, the Payment Date following the date of prepayment. 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 (which notice 30) day period prior to the scheduled Initial Maturity Date. Amounts prepaid shall specify not be re-borrowed. (ii) In the date, time and place at which event of (a) the payment of any part or full prepayment principal of the amount Loan other than on the last day 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 shall be responsible for compensating the Lender for any funding, breakage or other costs an Interest Period applicable thereto (“Prepayment Costs”) incurred including as a result of an Event of Default) or (b) the failure to borrow or prepay the Loan as specified in any partial notice delivered pursuant to this Agreement or full prepayment the other Loan Documents, then, in any such 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 delivered to Borrower and shall 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 Facility outstanding, for any reason, including but not limited toLoan is tendered by Borrower or otherwise recovered by Lender, such tender or recovery shall be deemed a voluntary prepayment being made at the request by Borrower in violation of the prohibition against prepayment set forth in Section 2.4(C)(i) and Borrower or as a result of shall pay to Lender, in addition to the occurrence of other Obligations, the applicable Prepayment Premium. If the Maturity Date is accelerated, due to an Event of Default (as hereinafter referred to) or otherwise, or if any prepayment of all or any default portion of the Loan hereunder occurs, whether in connection with Lender’s acceleration of the Loan or otherwise, or if the Mortgage is satisfied or released by foreclosure (whether by power of sale or judicial proceeding), deed in lieu of foreclosure or by any other means, then the Borrower in complying with the terms Prepayment Premium shall become immediately due and conditions of this Agreement. 6.3 Provided that the owing and Borrower shall have immediately pay the Prepayment Premium to Lender. Nothing contained in this Section 2.4(C)(iii) shall create any right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costsprepayment. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower.

Prepayments. 6.1 No prepayment (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part without premium (but subject to Section 2.10 and except as provided in this Section). (ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or prior to the No-Call Date shall be permitted unless such accompanied by a prepayment is made at fee equal to the instructions 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. (b) When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Loans in the amount 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 in writing upon elections not to accept such prepayment, the receipt from 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) Not fewer than 30 days prior to any payment or prepayment of any principal amount of the Loan Proceeds Note , the Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (e) below, prepay the 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 the Loan Proceeds Note, 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 (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 in writing at least 15 (fifteen) Banking 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 of on which the proposed prepayment (which notice shall specify Administrative Agent is required to notify the date, time and place at which any part or full prepayment Borrower of the amount of Facility 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 madepaid 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 telecopy) of any prepayment hereunder not later than 1:00 p.m., New York City time, two Business Days before the date of prepayment or such terms and conditions lesser period as may be stipulated by acceptable to the Lender. 6.2 All sums Administrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount to be prepaid will be applied towards reduction and, in the case of a mandatory prepayment, a reasonably detailed calculation of the Facility Amount outstanding. The Borrower amount of such prepayment and, in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such prepayment shall be responsible for compensating the Lender for any funding, breakage or other costs (“Prepayment Costs”) incurred as a result applied. Promptly following receipt of any partial or full prepayment such notice, the Administrative Agent shall advise the Lenders of the Facility outstanding, for contents thereof. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.07. If any reason, including but not limited to, such prepayment being pursuant to this Section is 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 default by the Borrower in complying with other than on the terms and conditions last day of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without to any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Periodprepaid Eurodollar Loans, the Borrower shall mandatorily prepay also pay to each Lender (other than any Declining Lender) on the applicable Drawdown in full without date of such prepayment any Prepayment Costs at the end amount owing to such Lender pursuant to Section 2.10. Prepayments of that relevant Interest Period. Section 6.1 Loans (x) pursuant to paragraph (a) of this Agreement Section shall not apply 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 such prepayment 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. 6.1 No prepayment (a) For so long as the Refinancing Authority shall be permitted unless such a prepayment is made in effect, the Borrower may elect to prepay all or any portion of the unpaid principal balance of any Retained Old Form Note Advance Portion in accordance with the terms of the Refinancing Authority, in the manner, at the instructions price, and subject to the limitations as next described: (1) The Borrower shall deliver to FFB written notification of such prepayment election not less than 5 Business Days prior to the proposed date of prepayment and, if less than the total outstanding principal amount of such Retained Old Form Note Advance Portion is to be prepaid, the Borrower shall specify in such notification the amount that is proposed to be prepaid (any amount of any Retained Advance Portion that is less than the total outstanding principal amount of the Lender in writing upon respective Retained Advance Portion being a "Portion"). (2) The Borrower shall pay to FFB, at the receipt from time of prepayment of all or any Portion of any Retained Old Form Note Advance Portion, the Borrower outstanding principal amount of a notice in writing at least 15 (fifteen) Banking such Retained 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. The amount of each such prepayment premium shall be calculated by the Secretary of the Treasury as of the close of business 2 Business Days prior to the date of the proposed prepayment, using standard calculation methods of the United States Department of the Treasury. (3) If the Borrower elects to prepay a Portion of a Retained Old Form Note Advance Portion, the prepayment price paid shall be applied, first, to interest accrued on such Portion of the Retained Old Form Note Advance Portion to the date of prepayment and, then, to principal installments in the inverse order of maturity. Following the prepayment of a Portion of a Retained Old Form Note Advance Portion, Part IIA (Retained Old Form Note Advance Portions) subsequent payments shall continue to be made in the amounts specified in the respective Retained Old Form Note Advance Portion Schedule, and such payments shall be allocated by FFB between outstanding principal and accrued interest, as appropriate, until the entire principal amount of such Retained Old Form Note Advance Portion, and all interest accrued thereon, is paid. (4) Any prepayment of a Portion of a Retained Old Form Note Advance Portion shall, as to the principal amount of such Portion, be subject to a minimum amount equal to $100,000.00 of principal. (b) In the event that the Refinancing Authority shall no longer be in effect, the Borrower may pay all or any Portion of any Retained Old Form Note Advance Portion at any time later than (but not before) 12 years after the end of the year in which notice the respective Retained Old Form Note Advance Portion was made, upon payment of a prepayment premium determined in accordance with this subparagraph (b), but so long as there shall specify be any unpaid principal balance, the date, time and place at which any part or full Borrower shall be obligated to make the quarterly payments in the amounts specified in the respective Retained Old Form Note Advance Portion Schedule. The prepayment premium shall be an amount equal to 100 percent of the amount of Facility shall interest for 1 year on the unpaid principal balance of the respective Retained Old Form Note Advance Portion or Portion thereof proposed to be made) on such terms and conditions as may be stipulated prepaid, multiplied by the Lender. 6.2 All sums prepaid will be applied towards reduction ratio which the number of Payment Dates between the Facility Amount outstanding. The Borrower 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 proposed 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender date and the Borrower Final Maturity Date for the respective Retained Old Form Note Advance Portion bears to mutually agree the number of Payment Dates between the first prepayment date permitted by this paragraph 10 and such Final Maturity Date. PART IIB TERMS APPLICABLE TO RETAINED REPRICED OLD FORM NOTE ADVANCE PORTIONS 1. Promise to a rate of interest for a subsequent Interest Period at the end of an Interest PeriodPay. FOR VALUE RECEIVED, the Borrower shall mandatorily prepay the applicable Drawdown in full without (which term includes any Prepayment Costs successors or assigns) promises to pay FFB (which term includes any successors or assigns) at the end time, in the manner, and with interest at the rates hereinafter provided, the principal amount of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower.Retained Repriced Old Form Note Advance Portions more particularly described in the Retained Repriced Old Form Note Advance Portion Schedules attached hereto as Annex 2B.

Prepayments. 6.1 No prepayment (a) Each Equipment Note shall be permitted unless 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 the event that the Lease as applicable to any Unit or Units related to such Equipment Note is terminated pursuant to Section 10 of the Lease, at a prepayment is made 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 instructions date of such prepayment (after deducting therefrom the Lender principal installment, if any, paid on 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 writing upon the receipt from Indenture Estate under the Borrower of a notice in writing at least 15 (fifteen) Banking Days related Indenture Supplement immediately prior to the date of such prepayment, (ii) as to interest, the proposed prepayment (which notice shall specify the date, time aggregate amount of interest accrued and place at which any part or full prepayment unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above on the date of Facility such payment after giving effect to the application of any Basic Rent paid on the date of such prepayment, (iii) any unpaid Late Payment Premium (and accrued and unpaid interest thereon) in respect of the principal amount to be prepaid pursuant to clause (i), (iv) 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, and (v) all other amounts payable hereunder or under the other Operative Agreements to the holders of the Equipment Notes in respect of the principal amount to be prepaid pursuant to clause (i). (b) Each Equipment Note shall be made) on such terms and conditions as may be stipulated prepaid in whole or in part by the Lender. 6.2 All sums prepaid will be applied towards reduction of Owner Trustee on a Rent Payment Date upon at least 25 days' prior notice from the Facility Amount outstanding. The Borrower shall be responsible for compensating Owner Trustee (or the Lender for any funding, breakage or other costs (“Prepayment Costs”Lessee on its behalf) incurred as a result of any partial or full prepayment of to 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 Indenture Trustee in connection with the occurrence of an Event of Default Loss or the deemed occurrence of an Event of Loss pursuant to Section 9.1 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) at a price equal to the sum of (i) as hereinafter referred toto principal thereof, an amount equal to the product obtained by multiplying the aggregate unpaid principal amount of such Equipment Note as at such prepayment date (after deducting therefrom the principal installment, if any, paid 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, (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 default Basic Rent paid on the date of such prepayment, (iii) any unpaid Late Payment Premium (and accrued and unpaid interest thereon) in respect of the principal amount to be prepaid pursuant to clause (i), but without the payment of any Make-Whole Amount, and (iv) all other amounts payable hereunder or under the other Operative Agreements to the holders of the Equipment Notes in respect of the principal amount to be prepaid pursuant to clause (i). (A) Unless Lessee shall have elected pursuant to Section 6.9 of the Participation Agreement 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 Trust Indenture and Security Agreement (GARC II 98-A) by the Borrower Owner Trustee on the Determination Date specified by Lessee to Owner Trustee and Indenture Trustee in complying accordance with Section 6.9 of the terms and conditions of this Participation Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure that Lessee exercises the purchase option under Section 6.9 of the Lender Participation Agreement with respect to all Units related to such Equipment Note, at a price equal to the sum of (i) as to principal thereof, the aggregate unpaid principal amount of such Equipment Note as at the date of such prepayment in whole under Section 6.9 of the Participation Agreement, (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 the date of such prepayment, (iii) any unpaid Late Payment Premium (and accrued and unpaid interest thereon) on such Equipment Note, (iv) a premium in an amount equal to the aggregate 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, and (v) all other amounts payable hereunder or under the other Operative Agreements to the holders of the Equipment Notes in respect of the principal amount to be prepaid pursuant to clause (i). (B) Unless Lessee shall have elected pursuant to 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, each Equipment Note shall be prepaid in whole but not in part by the Owner Trustee on the Determination Date specified by Lessee to Owner Trustee and Indenture Trustee in accordance with Section 22.1 of the Lease, in the event that Lessee exercises the purchase option under Section 22.1 of the Lease, with respect to all Units related to such Equipment Note, at a price equal to the sum of (i) as to principal thereof, the aggregate unpaid principal amount of such Equipment Note as at the date of such prepayment in whole under Section 22.1 of the Lease (after deducting therefrom the principal installment, if any, paid on 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 the date of such prepayment, (iii) any unpaid Late Payment Premium (and accrued and unpaid interest thereon) on such Equipment Note, (iv) a premium in an amount equal to the aggregate 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, and (v) all other amounts payable hereunder or under the other Operative Agreements to the holders of the Equipment Notes in respect of the principal amount to be prepaid pursuant to clause (i). (d) In the event of a refunding or refinancing pursuant to Section 10.2 of the Participation Agreement, all Equipment Notes shall be prepaid in whole but not in part on the Refunding Date specified by the Lessee to the Indenture Trustee in accordance with Section 10.2(f) of the Participation Agreement at a price equal to the unpaid principal amount thereof together with accrued but unpaid interest thereon, plus, any unpaid Late Payment Premium (and accrued and unpaid interest thereon) on such Equipment Notes, plus, a premium in an amount equal to the Make-Whole Amount, if any, and all other amounts due and payable hereunder or under the other Operative Agreements to the holders of the Equipment Notes. Trust Indenture and Security Agreement (GARC II 98-A) (e) 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 expected to occur, which notice shall specify the Equipment Note or Notes to be prepaid, the principal amount of such Equipment Note or Notes to be prepaid and the Borrower to mutually agree to a rate expected date of interest for a subsequent Interest Period at prepayment which date shall be not less than 25 days after the end date of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrowernotice.

Prepayments. 6.1 No prepayment (i) 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 be permitted unless immediately prepay Floor Plan Loans and Swing Line Loans in an aggregate amount at least equal to such a prepayment is 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 instructions 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 the Floor Plan Loans and Swing Line Loans in an aggregate amount at least equal to such excess. (iv) Prepayments of the Lender Floor Plan Loans may be made, in writing upon the receipt from the Borrower of a notice whole or in writing at least 15 (fifteen) Banking Days prior part, without premium or penalty, subject to the date reimbursement of the proposed prepayment (which notice shall specify the date, time Lenders’ breakage and place at which any part or full prepayment of the amount of Facility shall be made) on such terms and conditions redeployment costs as may be stipulated by the Lendermore fully set forth herein. 6.2 All sums prepaid will be applied towards reduction of the Facility Amount outstanding. The Borrower 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower.

Prepayments. 6.1 No prepayment shall be permitted unless such a prepayment is made at (a) Subject to Section 2.09(b), the instructions of the Lender in writing Borrowers may, upon the receipt irrevocable notice from the Lead Borrower of a notice in writing at least 15 (fifteen) Banking Days prior to the date of the proposed prepayment (which notice shall specify the dateAgent, at any 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 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 default by the Borrower from time to time voluntarily prepay Loans in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, whole or in part without any Prepayment Costspremium or penalty. 6.4 The Borrower agrees and undertakes that (b) If for any reason the Total Outstandings at any time exceed the Maximum Loan Amount as then in effect, the Borrowers shall immediately prepay the Committed Loans in an aggregate amount equal to such excess. (c) Upon the expiration of any Letter of Credit or any Existing Letter of Credit, or any reduction in the event amount of failure 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 Lender and the Borrower to mutually agree to a rate expiration of interest for a subsequent Interest Period at the end such Letter of an Interest PeriodCredit or Existing Letter of Credit, the Borrower shall mandatorily prepay aggregate amount of cash collateral held by the applicable Drawdown issuer thereof on account of such Letter of Credit or Existing Letter of Credit prior to giving effect to such prepayment, and (ii) in full without the case of any Prepayment Costs at reduction in the end amount of that relevant Interest Period. Section 6.1 such Letter of this Agreement shall not apply Credit or Existing Letter of Credit, (A) 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 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 BorrowerLoan 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 received by a Loan Party on account of a Prepayment Event. In furtherance of the foregoing, such Net Cash Proceeds shall be transferred to a Blocked Account in accordance with Section 6.13. Any prepayment of the Loans pursuant to this Section 2.05(e) shall not result in a reduction of the Aggregate Commitments. (f) Prepayments made pursuant to Section 2.05 (c), (d) and (e) above, first, shall be applied ratably to the outstanding Committed Loans, second, shall be used to Cash Collateralize the remaining L/C Obligations (to the extent that any such L/C Obligations are not already Cash Collateralized), and, third, the amount remaining, if any, may be retained by the 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. 6.1 No prepayment shall be permitted unless such a prepayment is made at the instructions (a) Borrower may voluntarily prepay all or any part of the Revolving Principal Amount or the Term Principal Amount at any time, without premium or penalty, subject to the following conditions: (i) Lender in writing upon the receipt from the Borrower of a must receive Borrower’s written or telephonic prepayment notice in writing by 2:00 p.m. at least 15 (fifteen) Banking Days prior to the date of one Business Day preceding the proposed prepayment date; (which ii) Borrower’s prepayment notice shall (A) specify the prepayment date, time (B) specify the amount of the Loan to be prepaid, (C) specify whether the Revolving Principal Amount or the Term Principal Amount is being prepaid, and place at which any part (D) constitute an irrevocable and binding obligation of Borrower to make a prepayment in such amount on the designated prepayment date; (iii) except as otherwise provided in clause (iv) below, each partial prepayment must be in a minimum amount of not less than (A) $50,000 or in a greater integral multiple of $10,000, or (B) if less than the requested minimum amount, the outstanding balance of the Revolving Principal Amount or the Term Principal Amount, as applicable; and (iv) if the Term Principal Amount is being prepaid, all accrued and unpaid interest on the portion of the Term Principal Amount prepaid must also be paid in full on the prepayment date and each partial prepayment of the Term Principal Amount shall be applied to the Term Loan’s scheduled principal payments thereunder in the inverse order of their maturity. (b) If the Revolving Credit Exposure at any time exceeds the Revolving Credit Limit, then Borrower shall promptly prepay the Revolving Principal Amount (or if no Revolving Principal Amount is outstanding, Cash Collateralize the LC Exposure), in at least the amount of Facility that excess, together with all accrued and unpaid interest on the principal amount so prepaid. (c) If the Term Principal Amount ever exceeds the Term Committed Amount, then Borrower shall promptly prepay the Term Principal Amount in an amount equal to the excess, together with all accrued and unpaid interest on the principal amount prepaid. (d) On the date such amounts are received by, or for the account of, Borrower (or the applicable Company), the following amounts shall be madepaid to Lender in the form received with any endorsement or assignment and shall be applied to the Principal Amount in accordance with this Section 2.4: 100% of the Net Proceeds from the Disposition of assets other than Dispositions described in Section 9.9, Eminent Domain Proceeds or Insurance Proceeds (but excluding any Eminent Domain Proceeds or Insurance Proceeds to the extent such proceeds are reinvested in or committed to be reinvested in, or are used to repair or replace, assets useful in the business of such Company within 90 days after the date such Company receives such proceeds, so long as (i) on no Default exists, and (ii) Lender consents to such terms use of such proceeds). The non-cash portion of all Net Proceeds Lender is entitled to receive under this Section 2.4 shall be pledged to Lender concurrently with the applicable Disposition. (e) Unless otherwise specified in this Agreement, prepayments under this Section 2.4 shall be applied to the prepayment of the outstanding Term Principal Amount to be applied to the scheduled principal payments in the inverse order of their maturity until the Term Principal Amount is paid in full. After the Term Principal Amount is paid in full, any remaining proceeds shall be applied first, to Cash Collateralize all LC Exposure, and conditions as may second, to repay the Loans under the Revolving Credit Facility (with the proceeds being applied in accordance with Section 3.4), and the Revolving Committed Amount shall be stipulated automatically reduced by the Lenderamount of such repayment. 6.2 (f) After proper application of all proceeds under this Section 2.4, the excess proceeds, if any, shall be payable to Borrower. (g) All sums prepaid prepayments under this Section 2.4 shall be without premium or penalty; provided that, each prepayment of a LIBOR Loan, whether voluntary, by reason of acceleration or otherwise, will be applied towards reduction accompanied by the amount of accrued interest on the Facility Amount outstandingamount prepaid and a prepayment fee as described below, if applicable. A “prepayment” is a payment of an amount on a date earlier than the scheduled payment date for such amount as required by this Agreement. The Borrower prepayment fee shall be responsible for compensating the in an amount sufficient to compensate Lender for any fundingloss, breakage cost or other costs (“Prepayment Costs”) expense 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 by it as a result of the occurrence prepayment of an Event a LIBOR Loan arising from any assignment, continuation, conversion, payment or prepayment occurring other than the last day of Default the Interest Period for such LIBOR Loan (as hereinafter referred to) whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise), or any default failure by the Borrower in complying with (for a reason other than the terms and conditions failure of this Agreement. 6.3 Provided that such Lender to make a Loan) to prepay, borrow, continue or convert any LIBOR Loan on the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, date or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment amount notified by the Borrower, and such fee may include any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain a LIBOR Loan or from fees payable to terminate the deposits from which such funds were obtained. Borrower shall also pay any customary administrative fees charged by Lender in connection with the foregoing. For purposes of this Section 2.4, Lender shall be deemed to have funded each LIBOR Loan by a matching deposit or other borrowing in the applicable interbank market, whether or not such Loan was in fact so funded.

Prepayments. 6.1 No prepayment shall be permitted unless such a prepayment is made at Subject to the instructions of the Lender in writing limitation noted below, any Borrower may prepay its Revolving Credit Loans upon the receipt from the Borrower of a notice in writing at least 15 one (fifteen1) Banking Days prior Business Day’s notice to Agent in the case of Chase Manhattan Bank Rate Loans, and at least three (3) Business Day’s notice to Agent in the case of Libor Rate Loans, in whole or in part with accrued interest to the date of such prepayment on the proposed amount prepaid, provided that (a) each partial prepayment shall be in the case of a Libor Rate Loan, in a principal amount of not less than One Million Dollars (which notice $1,000,000) and integral multiples of One Hundred Thousand Dollars ($100,000); and (b) Libor Rate Loans prepaid on any Business Day other than the last day of the Libor Rate Period applicable for such Loan shall specify require such Borrower to pay the dateLibor Rate Prepayment Premiums. In the event that the Borrowers shall cause the Revolving Credit Facility to be cancelled effective as of any date prior to the then-current Revolving Credit Commitment Termination Date and FiberMark or any Borrower shall obtain an alternative commitment from another lender for financing, time all Borrowers shall prepay all Revolving Credit Loans in whole with accrued interest to the date of such cancellation and place at which any part in addition, unless such cancellation is in connection with (i) an offering of senior notes registered under the Securities Exchange Act of 1934, as amended, or full prepayment (ii) an Asset Acquisition (as defined in either Indenture), the Borrowers shall pay to the Agent, for the ratable account of each Lender, a fee (“Prepayment Fee”) in 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 1% of the Facility Amount outstandingRevolving Credit Facility. The Borrower To the extent the outstanding principal amount of all the Revolving Credit Loans taken together exceeds the Borrowing Base, the Borrowers shall be responsible for compensating prepay such Revolving Credit Loans in an amount equal to the Lender for any funding, breakage or other costs (“Prepayment Costs”) incurred as a result of any partial or full prepayment excess of the Facility outstanding, for any reason, including but not limited to, such prepayment being made at aggregate outstanding principal amount of Revolving Credit Loans over the request of the Borrower or as a result of the occurrence of an Event of Default (as hereinafter referred to) or any default by the Borrower in complying with the terms and conditions of this Agreementthen effective Borrowing Base. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower.

Prepayments. 6.1 No prepayment shall be permitted unless such a prepayment is made (a) The Borrower may, upon at least ten (10) Business Days' prior notice to the instructions Lender, stating the proposed date and aggregate principal amount of the Lender prepayment, prepay the outstanding principal amount of the Loans in writing upon the receipt from the Borrower of a notice whole or in writing at least 15 (fifteen) Banking Days prior part, together with accrued interest to the date of such prepayment on the proposed prepayment (which notice shall specify the dateprincipal amount prepaid, time and place at which without premium or penalty; provided, however, that any part or full prepayment of the amount Loans bearing interest at the Eurodollar Rate made other than on the last day of Facility an Interest Period for the Loans to be repaid 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 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 default subject to payment by the Borrower to the Lender of any costs, fees or expenses incurred by the Lender in complying connection with such prepayment including, without limitation, any costs to unwind any Eurodollar Rate contracts or Interest Rate Contracts. Upon the terms giving of such notice of prepayment by the Borrower, the principal amount of the Loans specified to be prepaid shall become due and conditions of this Agreementpayable on the date specified for such prepayment. 6.3 Provided that (b) If at any time the Borrower shall have aggregate principal amount of Loans outstanding at such time exceeds the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest PeriodCommitment, the Borrower shall mandatorily forthwith prepay the applicable Drawdown Loans then outstanding in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply an amount equal to such prepayment excess, together with accrued interest. (c) The Borrower shall forthwith prepay the Loans upon receipt by the BorrowerBorrower or its Subsidiaries of Asset Sale Proceeds in connection with an Asset Sale of a Mortgaged Property in an amount equal to such Asset Sale Proceeds, together with accrued interest to the date of such prepayment on the principal amount prepaid. (d) Upon receipt by the Borrower or its Subsidiaries of proceeds of any issuance of debt or equity 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 repayment of the Loans made under this Agreement, Second, to the repayment of the Loans made under the Other Supplemental Facility, Third, to the Term Loan (as defined in the Existing Facility) made under the Existing Facility, and Fourth, to the Revolving Loans (as defined in the Existing Facility) made under the Existing Facility.

Prepayments. 6.1 No prepayment The Borrower shall be permitted unless such a prepayment is made at the instructions of the Lender in writing upon the receipt any time and from the Borrower of a notice in writing at least 15 (fifteen) Banking Days time to time, prior to the date Maturity Date, be permitted to repay all or any of the proposed Obligations other than the Royalty upon at least [Redacted] days’ prior written notice to the Agent and payment of the following prepayment penalty to the Agent (for distribution to the Lenders in their Applicable Percentage), which notice shall specify be due and payable at the datetime of such prepayment: for any prepayment made within the first [Redacted] of the Term (“[Redacted]”), time and place at which any part or full a prepayment penalty in an amount equal to [Redacted]% of the amount of Facility shall be made) on such terms and conditions as may be stipulated by prepaid (the Lender. 6.2 All sums prepaid will be applied towards reduction of the Facility Amount outstanding. The Borrower shall be responsible for compensating the Lender for any funding, breakage or other costs (“[Redacted] Prepayment CostsPenalty”) incurred as a result of any partial or full prepayment of the Facility outstanding); and, 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at within [Redacted] after the end of each Interest Period the applicable Drawdown(s) [Redacted], a prepayment penalty in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure an amount equal to [Redacted]% of the Lender amount prepaid (the “[Redacted] Prepayment Penalty” and together with the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period[Redacted] Prepayment Penalty, the Borrower shall mandatorily prepay “Prepayment Penalties” and each a “Prepayment Penalty”). Notwithstanding anything to the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment 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 account of the Royalty, the full amount of which shall be due and payable in accordance with Section 8 hereof irrespective of whether any or all Obligations are repaid (including prior to the Maturity Date). Notwithstanding the forgoing, any Prepayment Penalties if and when made by the Borrower, shall be offset from any accrued and unpaid amounts on account of the Royalty.

Prepayments. 6.1 No prepayment shall be permitted unless such a prepayment is made (a) The Borrower may, upon at least one Business Day's prior notice to the instructions Agent stating the proposed date and aggregate principal amount of the Lender prepayment, prepay the outstanding principal amount of the Loans in writing upon the receipt from the Borrower of a notice whole or ratably in writing at least 15 (fifteen) Banking Days prior part, together with accrued interest to the date of such prepayment on the proposed principal amount prepaid; PROVIDED, HOWEVER, that any such prepayment shall be applied first to the Swing Loans outstanding, and then to the Revolving Credit Loans outstanding; and, PROVIDED, FURTHER, that each partial prepayment shall be in an aggregate principal amount not less than $5,000,000 or integral multiples of $1,000,000 in excess thereof. 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 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). (which notice i) Upon receipt by the Borrower or any Subsidiary of the Borrower of Asset Sale Proceeds or EBWVA Sale Proceeds, the Borrower shall specify forthwith prepay, in an amount equal to such Asset Sale Proceeds or EBWVA Sale Proceeds, as the datecase may be, the Swing Loans outstanding, and if no Swing Loans are outstanding (determined after the foregoing application), the Revolving 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 place at which any part if there are no Swing Loans outstanding or full if such prepayment of does not eliminate such excess, the Revolving Credit Loans then outstanding to the extent 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 Facility such excess, which funds shall be made) on such terms and conditions as may be stipulated held by the LenderAgent as cash collateral on terms satisfactory to the Agent as long as and to the extent such excess exists. 6.2 All sums prepaid will (c) The Borrower agrees that all available funds in the Cash Collateral Account shall be applied towards reduction first to accrued and unpaid interest on the Loans to the extent then due and payable, next, PRO RATA, to the amount of the Facility Amount 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 2.16(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 be responsible for compensating utilize funds on deposit in 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 default by the Borrower in complying with Cash Collateral Account that are available to it pursuant to the terms and conditions of this Agreementhereof prior to requesting Loans to be made hereunder. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower.

Prepayments. 6.1 No prepayment (a) Each Equipment Note of any Series shall be permitted unless prepaid in whole or in part by the Owner Trustee on a Rent Payment Date (or, in the circumstance provided in the last sentence of Section 10.3 of the Lease, 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 the event that the Lease as applicable to any Unit or Units related to such Equipment Note is terminated pursuant to Section 10 thereof, at a prepayment is made 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 instructions date of such prepayment (after deducting therefrom the Lender in writing upon the receipt from the Borrower of a notice in writing at least 15 (fifteen) Banking Days principal installment, if any, due on or prior to the date of such prepayment) by a fraction, the proposed prepayment (numerator of which notice shall specify be the date, time Equipment Cost of such Unit or Units and place at the denominator of which any part or full prepayment 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 Facility 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) Each Equipment Note of any Series shall be made) on such terms and conditions as may be stipulated prepaid in whole or in part by the Lender. 6.2 All sums prepaid will be applied towards reduction of Owner Trustee on a Rent Payment Date upon at least 25 days' prior notice from the Facility Amount outstanding. The Borrower shall be responsible for compensating Owner Trustee (or the Lender for any funding, breakage or other costs (“Prepayment Costs”Lessee on its behalf) incurred as a result of any partial or full prepayment of to 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 Indenture Trustee in connection with the occurrence of an Event of Default (as hereinafter referred toLoss or the deemed occurrence of an Event of Loss pursuant to Section 9.1 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) or any default by of the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in fullLease, or in part the event 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 Determination Date, 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 Equipment Note as at such prepayment date (after deducting therefrom the principal installment, if any, due on such date) by a fraction, the numerator of which shall be the Equipment Cost of such Unit or Units and the denominator of which shall be the aggregate Equipment Cost of all Units of the relevant Basic Group included in the Indenture Estate under the related Indenture Supplement immediately prior to such date, and (ii) as to interest, the aggregate amount of 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 Prepayment CostsMake-Whole Amount or other premium. 6.4 The Borrower agrees (c) Unless Lessee shall have elected pursuant to Section 6.9 of the Participation Agreement or Section 22.1 of the Lease to assume all of the rights and undertakes obligations of the Owner Trustee under this Indenture in respect of the Equipment Notes of any Series, each Equipment Note of such Series shall be prepaid in whole or in part by the 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 Unit or Units related to such Equipment Note, 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 Equipment Note as at the date of any prepayment under Section 6.9 of the Participation Agreement or Section 22.1 of the Lease, as the case may be (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 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 prepayment 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 aggregate 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. (d) 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 Refunding Date, in the event of failure a refunding or refinancing pursuant to Section 10.2 of the Lender 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, a premium in an amount equal to the Make-Whole Amount, if any. (e) The Indenture Trustee shall give prompt notice of any prepayment of any Equipment Notes to all holders of the Equipment Notes as soon as the Indenture Trustee shall have knowledge that such prepayment is expected to occur, which notice shall specify the Equipment Note or Notes to be prepaid, the principal amount of such Equipment Note or Notes to be prepaid and the Borrower to mutually agree to a rate expected date of interest for a subsequent Interest Period at prepayment which date shall be not less than 25 days after the end date of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrowernotice.

Prepayments. 6.1 No prepayment (a) 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 be permitted unless such a prepayment is made at not constitute an Event of Default only if Luxco shall immediately prepay the instructions of the Lender in writing Aggregate Purchase Price so that, upon the receipt from and application of such prepayment, such overage is eliminated. (b) Luxco may, at any time on 3 Business Days’ prior written notice to TCO, prepay all or any portion of the Borrower of Murabaha Price for a notice in writing at least 15 (fifteen) Banking Days Transaction prior to the date of the proposed prepayment then-scheduled Transaction Payment Date therefor (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 without reduction in 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 shall be responsible for compensating the Lender for any funding, breakage or other costs (“Prepayment Costs”) incurred Murabaha Price as a result of such prepayment) in such minimum amounts as TCO may from time to time determine. (c) Not later than the third Business Day following the receipt by Tensar Holdings, Luxco or any partial or full prepayment of the Facility outstanding, for Subsidiaries of Net Cash Proceeds arising from completion of any reason, including but not limited to, such prepayment being made at the request of the Borrower Asset Sale or as a result of 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 Event exercise of Default (as hereinafter referred to) or the Asset Sales Option under the Put Option Letter, Luxco shall remit any default by such excess Net Cash Proceeds to TCO to repay the Borrower in complying with the terms and conditions of this AgreementAggregate Murabaha Price at such time. 6.3 Provided (d) In the event and on each occasion that an Equity Issuance occurs, and to the Borrower extent that less than 100% of the Net Cash Proceeds from such 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, Luxco shall remit such excess Net Cash Proceeds to TCO to repay the Aggregate Murabaha Price at such time. (e) 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 right payment of the Acquisition Cost of the Leased Assets under the Lease Agreement pursuant to prepay an exercise of the Financing Obligation Option under the Put Option Letter, Luxco shall remit such excess Net Cash Proceeds to TCO to repay the Aggregate Murabaha Price at such time. (f) Not later than the earlier of (1) 90 days after the end of each Interest Period fiscal year of Tensar Holdings, commencing with the applicable Drawdown(sfiscal year ending on December 31, 2006, and (2) in fullthe 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, or in part without any Prepayment Costsand 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. 6.4 The Borrower agrees and undertakes that (g) Notwithstanding any other provision of this Agreement, in the event of failure of the Lender 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 Borrower Murabaha Price shall become immediately due and payable. Upon the termination of such situation, if at all, prior to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest PeriodTermination Date, the Borrower obligation of TCO to enter into Transactions hereunder shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrowerbe reinstated.

Prepayments. 6.1 No prepayment (a) If any Unit or Units have suffered or been deemed to have suffered a Casualty Occurrence, the Notes shall be permitted unless prepaid in whole or in part by the Borrower on the date which is the monthly anniversary of the Closing Date if such Unit or Units are not replaced pursuant to Section 7.3 hereof on the relevant date determined pursuant to Section 7.3 hereof, at a prepayment is made 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 instructions date of such prepayment (after deducting therefrom the Lender in writing upon principal installment, if any, due on the receipt from date of such prepayment) by a fraction, the Borrower numerator of a notice in writing at least 15 (fifteen) Banking Days 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 proposed 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 (which notice shall specify after deducting therefrom any principal installment due on or prior to the datedate of such prepayment), but without the payment of any Make-Whole Amount. (b) All Notes issued at any time and place at which any part or full prepayment of the amount of Facility shall be made) on such terms and conditions as outstanding hereunder may be stipulated by the Lender. 6.2 All sums prepaid will be applied towards reduction of the Facility Amount outstanding. The Borrower shall be responsible for compensating the Lender for any funding, breakage in whole 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 in part upon the request of the Borrower at any time on a date selected by the Borrower at a price equal to the unpaid principal amount thereof together with accrued but unpaid interest thereon, plus, an amount equal to the Make-Whole Amount, if any, applicable in respect of the principal amount of such Notes to be prepaid pursuant to this Section 4.8(b) on the date of such prepayment. (c) If at any time as a result of a Change in Tax Law (as defined below) the Borrower is or becomes obligated to make any increased payments pursuant to Section 7.11 hereof in respect of any payment 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 may give the Lender irrevocable written notice (a “Tax Prepayment Notice”) of the prepayment of the Notes on a specified prepayment date (which shall be a Business Day not less than 30 days nor more than 60 days after the date of such notice) and the circumstances giving rise to the obligation of the Borrower to make any increased payments and the amount thereof and stating that all of the Notes shall be prepaid on the date of such 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”). 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 occurrence 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 binding upon all subsequent transferees of any Note. The Tax Prepayment Notice having been given, the principal amount of 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 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, (as hereinafter referred toii) or any default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that until the Borrower shall have taken commercially reasonable steps to mitigate the right requirement to prepay at make the end of each Interest Period related increased payments or (iii) if the applicable Drawdown(s) in full, obligation to make such increased payments directly results or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and resulted from actions taken by the Borrower (other than actions required to mutually agree be taken under applicable law), and any Tax Prepayment Notice given pursuant to a rate of interest for a subsequent Interest Period at this Section 4.8(c) shall certify to the end of an Interest Periodforegoing and describe such mitigation steps, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrowerif any.

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 (fifteena) Banking Days prior to the date of the proposed prepayment (which notice shall specify the dateExcept as otherwise provided herein, 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 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) Loan in full, whole or in part part. On and after the Monthly Payment Date occurring three (3) months prior to the Maturity Date (the “Open Period Start Date”), provided no Event of Default has occurred and is continuing, Borrower may, at its option and upon not less than thirty (30) days prior revocable notice (the “Prepayment Notice”) to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole but not in part, on any date without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure payment of the Yield Maintenance Premium. Any prepayment received by Lender and on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Periodnext Monthly Payment Date (such amounts, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant “Interest PeriodShortfall”). Section 6.1 of this Agreement shall not apply to such prepayment by the BorrowerBORROWER HEREBY AGREES THAT IN THE EVENT BORROWER DELIVERS A PREPAYMENT NOTICE AND FAILS TO PREPAY THE LOAN IN ACCORDANCE WITH THE PREPAYMENT NOTICE AND THE TERMS OF THIS SECTION 2.7 (A “PREPAYMENT FAILURE”), BORROWER SHALL INDEMNIFY LENDER FROM AND AGAINST, AND SHALL BE RESPONSIBLE FOR, ALL LOSSES (INCLUDING ANY BREAKAGE COSTS) INCURRED BY LENDER WITH RESPECT TO ANY SUCH PREPAYMENT FAILURE, PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO LENDER, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE, ILLEGAL ACTS, BAD FAITH OR WILLFUL MISCONDUCT OF SUCH PERSON.

Prepayments. 6.1 No prepayment shall be permitted unless such a prepayment is made (a) Any Borrower may, upon at least one Business Day’s notice to the instructions Agent, prepay any ABR Borrowing or Eurocurrency Borrowing in whole at any time or from time to time in part in amounts at least equal to the Borrowing Minimum that are multiples of the Lender in writing upon the receipt from the Borrower of a notice in writing at least 15 (fifteen) Banking Days prior Borrowing Multiple, together with accrued interest thereon to the date of prepayment. (b) In the proposed event and on each occasion that the aggregate amount of the Revolving Credit Exposures exceeds 105% of the aggregate amount of the Commitments, the Borrowers shall promptly prepay Borrowings in an aggregate amount equal to the 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 (which notice 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 specify exceed 105% of the dateaggregate amount of the Commitments, time and place at which any part or full prepayment then the Borrowers shall prepay Borrowings in an aggregate amount equal to the amount in excess of such aggregate amount of the Commitments not later than the next Business Day following receipt by the Company of a notification from the Agent of the amount of Facility shall be made) on such terms and conditions as may be stipulated by the Lenderpayable hereunder. 6.2 All sums prepaid will be applied towards reduction of the Facility Amount outstanding. The Borrower shall be responsible for compensating the Lender for any funding, breakage or other costs (“Prepayment Costs”c) incurred as a result of any partial or full If 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period Eurocurrency Loan occurs other than at the end of an applicable Interest Period, then the Borrower 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 mandatorily be applied to prepay ratably the applicable Drawdown Loans of the several Lenders included in full without any Prepayment Costs at such prepaid Borrowings. (d) Upon receipt of a notice of prepayment pursuant to paragraph (a), the end Agent shall promptly notify each Lender of that relevant Interest Period. Section 6.1 the contents thereof and of this Agreement such Lender’s ratable share (if any) of such prepayment and such notice shall not apply to thereafter be revocable by such prepayment by the Borrower.

Prepayments. 6.1 No prepayment (i) If, prior to Closing, Seller pays any license fees, tariffs, rentals, service fees, payments for utilities, payments for Inventory, or other similar obligations 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, Seller shall be permitted unless entitled to a credit in the Adjustment Amount with respect to the portion thereof which under GAAP is attributable to the period after the Closing Date; provided that, Seller shall not be entitled to a credit under this Section for the prepayment of 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 paid for such Inventory pursuant to Section 3.3 and such accounts payable are not deducted in 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 prepayment credit in the Adjustment Amount with respect to the portion thereof which under GAAP is made 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 crude oil necessary for the continued operation of the 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 instructions 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 Lender Closing Date of Seller and its Affiliates from all obligations and liabilities relating to such Crude Supply LCs, in writing upon the receipt from manner provided in Section 9.7 with respect to Existing Credit Support, provided that, Refinery Buyer shall be entitled to a credit in the Borrower Adjustment Statement for the unpaid cost of a notice in writing any such crude oil which has been received at least 15 (fifteen) Banking Days the Facility prior to the date Closing and for which Refinery Buyer causes to be delivered to the applicable beneficiary a replacement letter of 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 proposed prepayment 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 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 amounts will be applied towards reduction of calculated by Seller from Sellers' books and records and reflected in the Facility Amount outstanding. The Borrower shall be responsible for compensating the Lender for any fundingAdjustment Statement, 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 default by the Borrower subject to post-Closing review and adjustment in complying accordance with the terms and conditions provisions of this AgreementSection 3.5. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower.

Prepayments. 6.1 No prepayment (i) Concurrently with any reduction of Commitments pursuant to this Section 2.11, the Borrower shall prepay Loans and Swingline Loans (or if no such Loans or Swingline Loans are outstanding, deposit cash in a collateral account in accordance with the Security Agreement) in an amount necessary to ensure that (A) no Lender's Outstanding Amount shall exceed its Commitment as so reduced and (B) the aggregate Outstanding Amount of all the Lenders shall not exceed the Borrowing Base then in effect. Once reduced, the Commitments may not be reinstated. (ii) If at any time the aggregate Outstanding Amount of all Lenders exceeds the lesser of (A) the aggregate Commitments of all Lenders and (B) the Borrowing Base then in effect, the Borrower shall immediately prepay Loans and Swingline Loans (or if no such Loans and Swingline Loans are outstanding, deposit cash in a collateral account in accordance with the Security Agreement) in an amount equal to such excess; provided that if such excess is due to the establishment of a reserve in the Borrowing Base by the Collateral Monitoring Agent, the Borrower shall, within one Business Day after the establishment of such reserve, prepay Loans and Swingline Loans (or if no such Loans and Swingline Loans are outstanding, deposit cash in a collateral account in accordance with the Security Agreement) in an amount necessary to eliminate such excess. (A) If consistent with the Borrower's historical cash management practices, the aggregate cash balances of the Borrower and its Restricted Subsidiaries (excluding any Reinvestable Proceeds deposited in a Collateral Account or Senior Secured Collateral Account pursuant to Section 2.11(a)) on any three consecutive Business Days, as reflected in the Borrower's consolidated daily cash flow reports for such Business Days, exceeded $20,000,000, then the Borrower shall prepay Loans and Swingline Loans in an amount equal to the amount by which such aggregate cash balances exceed $20,000,000 as of the last such Business Day. (B) If the aggregate cash balances of the Borrower and its Restricted Subsidiaries (excluding any Reinvestable Proceeds deposited in a Collateral Account or Senior Secured Collateral Account pursuant to Section 2.11(a)) exceed $45,000,000 as of the last Business Day of any calendar month (as reflected in the Borrower's consolidated balance sheet as at the end of such month and consistent with the Borrower's historical cash management practices), then the Borrower shall, no later than three Business Days after the end of such calendar month, prepay Loans and Swingline Loans in an amount equal to the amount by which such aggregate cash balances exceed $45,000,000 as of the last Business Day of such calendar month. (iv) During each Clean-Down Period, the Borrower shall ensure that there 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 (fifteen) Banking Days prior to the date of the proposed prepayment (30 consecutive days on which notice shall specify the date, time and place at which any part there are no Loans 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 Swingline Loans outstanding. The Borrower shall be responsible for compensating prepay Loans and Swingline Loans to the Lender for any fundingextent necessary to comply with the immediately preceding sentence. For purposes of this clause, breakage or other costs (“Prepayment Costs”) incurred as a result "Clean- Down Period" means each period of any partial or full prepayment of four consecutive Fiscal Quarters, commencing with the Facility outstanding, for any reason, including but not limited to, such prepayment being made at the request of Fiscal Quarter in which the Borrower or as any Restricted Subsidiary makes a result of Restricted Investment pursuant to the occurrence of an Event of Default (as hereinafter referred to) or any default by the Borrower proviso in complying with the terms and conditions of this AgreementSection 7.08(b). 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower.

Prepayments. 6.1 No (i) The Loan may be prepaid, in whole, but not in part, upon not less than thirty (30) days’ irrevocable prior notice to Lender. Any prepayment (i.e., other than the principal payments required under Section 2.3) on the principal balance of the Loan evidenced by the Note whether voluntary or involuntary, shall be permitted unless such a prepayment is made at the instructions accompanied by payment of the Lender in writing upon the receipt from the Borrower of a notice in writing at least 15 (fifteen) Banking Days prior interest accrued to the date of prepayment, together with the proposed applicable Prepayment Premium; provided however, that no Prepayment Premium shall be due and payable after the Lockout Expiration Date. Any prepayments made pursuant to the foregoing shall be made on a Payment Date provided, however, Borrower may elect to make any such prepayments on a Business Day which is not a Payment Date if, in addition to all interest which has accrued to and including the date of prepayment and the Prepayment Premium, Borrower also pays all interest which would accrue on the Loan to, but not including, the Payment Date following the date of prepayment. Amounts prepaid shall not be re borrowed. (which ii) In the event of 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 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 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 specify be delivered to Borrower and shall be conclusive absent manifest error. Borrower shall pay Lender the dateamount shown as due on any such certificate within ten (10) days after receipt thereof. (iii) If, time and place at which following an Event of Default, payment of all or any part or full prepayment of the amount of Facility Loan is tendered by Borrower or otherwise recovered by Lender, such tender or recovery shall be made) on such terms and conditions as may be stipulated deemed a voluntary prepayment by the Lender. 6.2 All sums prepaid will be applied towards reduction Borrower in violation of the Facility Amount outstanding. The prohibition against prepayment set forth in Section 2.4(C)(i) and Borrower shall be responsible for compensating pay to Lender, in addition to the Lender for any fundingother Obligations, breakage or other costs (“the Prepayment Costs”) incurred as a result of any partial or full prepayment of Premium. If the Facility outstandingMaturity Date is accelerated, 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 due to an Event of Default (as hereinafter referred to) or otherwise, or if any prepayment of all or any default portion of the Loan hereunder occurs, whether in connection with Lender’s acceleration of the Loan or otherwise, or if the Mortgage is satisfied or released by foreclosure (whether by power of sale or judicial proceeding), deed in lieu of foreclosure or by any other means, then the Borrower in complying with the terms Prepayment Premium shall become immediately due and conditions of this Agreement. 6.3 Provided that the owing and Borrower shall have immediately pay the Prepayment Premium to Lender. Nothing contained in this Section 2.4(C)(iii) shall create any right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costsprepayment. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower.

Prepayments. 6.1 No 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 permitted unless such a prepayment is made at in an amount not less than the instructions aggregate of (i) the Lender in writing upon amount to be prepaid; (ii) any interest and Fees and Charges on the receipt from the Borrower of a notice in writing at least 15 (fifteen) Banking Days prior to Loan accrued through the date of receipt of the proposed prepayment proceeds of the Prepayment remaining unpaid; (which notice shall specify iii) to the dateextent not otherwise paid by the Borrower, time the interest that would accrue on the Bonds of such maturity or maturities as are to be designated by the Authority pursuant to subparagraph (a) or (b) of Section 7.9 to be purchased or redeemed with the proceeds of such sale or Prepayment from the date of receipt thereof by the Authority until the applicable optional redemption date of the Bonds so to be purchased or redeemed; (iv) the redemption premium payable on the next applicable optional redemption date on the Bonds so to be purchased or redeemed, if any; and place at which any part (v) the costs and expenses of the Authority in effecting the purchase or full prepayment redemption of such Bonds, less the sum of (A) the amount of Facility shall be made) on such terms applicable moneys available for withdrawal from the Debt Service Reserve Fund and conditions as may be stipulated by the Lender. 6.2 All sums prepaid will be applied towards reduction Debt Service Fund with respect to the application to the purchase or redemption of the Facility Amount outstanding. The Borrower 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 default by the Borrower Bonds in complying accordance with the terms and conditions provisions of this Agreement. 6.3 Provided that Indenture, as determined by the Borrower shall have Authority, and (B) the right to prepay at the end amount of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure other legally available funds of the Lender Authority transferred or directed by the Authority to be transferred to the Redemption Fund in connection with such purchase or redemption. If a prepayment is thus accepted, the Trustee shall notify S&P, if S&P is then rating the Bonds, of the date and the Borrower to mutually agree to a rate amount of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the BorrowerPrepayment.

Prepayments. 6.1 No prepayment shall (1) The Company may prepay Prime Rate Loans in whole or in part at any time, it being acknowledged and agreed that LIBO Rate Loans may not 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 (fifteen) Banking Days voluntarily prepaid prior to the date last day 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 Lendertheir applicable Interest Periods. 6.2 All sums prepaid will be applied towards reduction of the Facility Amount outstanding. The Borrower shall be responsible for compensating the Lender for any funding(2) If, breakage or other costs (“Prepayment Costs”) incurred as a result of any partial or full prepayment of the Facility outstanding, date and for any reason, including the aggregate amount of all Loans outstanding exceed the Cash Advance Sublimit, the Company shall immediately repay Loans in an aggregate amount equal to such excess. (3) If, as of any date and for any reason, the aggregate amount of all Loans and Outstanding Letters of Credit and L/C Drawings exceeds the lesser of the Revolving Facility Credit Limit or the Borrowing Base, the Company shall immediately prepay Loans in an aggregate amount equal to such excess and, to the extent that outstanding Loans are less than such excess amount, deliver to the Agent cash collateral in an amount not less than such differential to be held in a non-interest bearing account as collateral (and the Company hereby grants to the Agent a first priority security interest in such cash collateral) for the remaining Obligations. (4) 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 Company shall pay in connection with any prepayment hereunder all interest accrued but not limited to, unpaid on Loans to which 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 default by the Borrower in complying with the terms is applied, and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right all prepayment premiums, if any, on LIBO Rate Loans to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to which such prepayment by is applied, concurrently with payment to the BorrowerAgent of any principal amounts.

Prepayments. 6.1 No 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 shall deliver to FFB written notification of such prepayment election not less than 5 Business Days prior to the proposed date of prepayment and, if less than the total outstanding principal amount of such Retained Repriced Old Form Note Advance Portion is to be prepaid, the Borrower shall specify in such notification the Portion thereof that is proposed to be prepaid. (b) 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 so long as the Refinancing Authority shall be permitted unless in effect, the outstanding principal amount of such a 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 is made at premium required by the instructions terms of the Lender Refinancing Authority; and (2) in writing upon the receipt event that the 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 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 (Retained Repriced Old Form Note Advance Portions) identical to that of such Retained Repriced Old Form Note Advance Portion; and if the Borrower elects to repurchase a Portion of a notice Retained Repriced Old Form Note Advance Portion, the Borrower shall pay to FFB a price for such Portion that would equal such Portion's pro rata share of the price for a repurchase of the entire Retained Repriced Old Form Note Advance Portion, calculated in writing at least 15 (fifteen) Banking accordance with the principles of this sentence. The amount 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 the date of the proposed prepayment, using standard calculation methods of the United States Department of the Treasury. (c) If the Borrower elects to prepay a Portion of a Retained Repriced Old Form Note Advance Portion, the prepayment (which notice price paid shall specify be applied, first, to interest accrued on such Portion of the dateRetained Repriced Old Form Note Advance Portion to the date of prepayment and, time and place at which any part or full then, to principal installments in the inverse order of maturity. Following the prepayment of a Portion of a Retained Repriced Old Form Note Advance Portion, subsequent payments shall continue to be made in the amounts specified in the respective Retained Repriced Old Form Note Advance Portion Schedule, and such payments shall be allocated by FFB between outstanding principal and accrued interest, as appropriate, until the entire principal amount of Facility shall be made) on such terms Retained Repriced Old Form Note Advance Portion, and conditions as may be stipulated by the Lenderall interest accrued thereon, is paid. 6.2 All sums prepaid will be applied towards reduction of the Facility Amount outstanding. The Borrower 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower.

Prepayments. 6.1 No prepayment (a) Except as otherwise provided herein, Borrower shall be permitted unless such a prepayment is made at not have the instructions of right to prepay the Lender Loan in writing upon whole or in part. After the receipt from the Borrower of a notice in writing at least 15 Monthly Payment Date occurring three (fifteen3) Banking Days months prior to the date Maturity Date (the “Permitted Prepayment Date”), Borrower may, provided no Event of the proposed prepayment Default has occurred and is continuing, at its option and upon thirty (which 30) days prior notice shall specify the date, to Lender (or such shorter period of 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 permitted by Lender in its sole discretion), prepay the Lender. 6.2 All sums Debt in whole on any date without payment of the Yield Maintenance Premium. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (such amounts, the “Interest Shortfall”) and such amounts (i.e. principal and interest prepaid will by Borrower) shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the benefit of Borrower; such amounts prepaid shall be applied towards reduction of to the Facility Amount outstanding. The Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower 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, on such prepayment being made at the request of the Borrower or as a result of the occurrence of an date provided no Event of Default then exists. (b) On each date on which Lender actually receives a distribution of Net Proceeds, Lender shall make such Net Proceeds available to Borrower for Restoration to the extent Lender is obligated to do so under this Agreement and if Lender does not otherwise make Net Proceeds available to Borrower for Restoration, Lender shall apply the Net Proceeds to prepay the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds. Borrower shall make the Condemnation Payment as hereinafter referred toand to the extent required hereunder. No Yield Maintenance Premium shall be due in connection with any prepayment made with respect to a Casualty or Condemnation hereunder. Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account, at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. In the event of any prepayment made pursuant to this Section 2.7(b) or any default by the Borrower in complying connection with the terms and conditions of this Agreement. 6.3 Provided that the a Condemnation Payment, Borrower shall have the right to prepay an additional portion of the Loan in accordance with the terms of Section 2.9.3 hereof and this Section 2.7. (c) If concurrently with or after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at the end of each Interest Period the applicable Drawdown(s) in fullforeclosure or any other Person, or in part without if all or any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure portion of the Debt is recovered by Lender after such Event of Default, such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth herein and Borrower, such purchaser at foreclosure or other Person shall pay the Borrower Default Yield Maintenance Premium, in addition to mutually agree the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents. Notwithstanding anything to a rate the contrary contained herein or in any other Loan Document, any prepayment of interest for a subsequent Interest Period at the end of an Interest Period, Debt shall be applied to the Borrower shall mandatorily prepay the applicable Drawdown Debt in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment order and priority as may be determined by the BorrowerLender in its sole discretion.

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 (a) Subject to Section 4.4., the Borrower of a notice in writing may prepay any Loan at least 15 (fifteen) Banking Days prior to the date of the proposed prepayment (which notice shall specify the date, any time and place at which any part without premium 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 outstandingpenalty. The Borrower shall be responsible for compensating give the Lender for any funding, breakage or other costs (“Prepayment Costs”) incurred as a result Administrative Agent at least one Business Day’s prior written notice of the prepayment of any partial or full prepayment of Loan. Except during 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 continuance of an Event of Default (and after the payment of all accrued but unpaid interest, fees, expenses and other charges then due, remaining amounts shall be applied as hereinafter referred to) or any default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment directed by the Borrower. (b) At its option and upon three (3) days written notice to the Administrative Agent, the Borrower may prepay any LIBOR Loan in whole from time to time without premium or penalty on the last Business Day of the then current Interest Period with respect thereto and with any accrued interest on the principal being prepaid to the date of such repayment, provided, however, that the Borrower acknowledges that additional obligations may be associated with any such prepayment including, without limitation, breakage and other costs and fees incurred by the Administrative Agent for prepayments of a LIBOR Loan made on any day that is not the last day of the relevant Interest Period (regardless of the source of such prepayment and whether voluntary, by acceleration or otherwise). All such prepayments of a LIBOR Loan shall be applied first to fees and expenses then due hereunder, then, unless otherwise directed by the Borrower (except during the continuance of an Event of Default), to interest on the unpaid principal balance accrued to the date of prepayment and last to the principal balance then due hereunder. (c) If the Borrower has entered into a swap agreement, prepayment shall be governed by the terms of the swap agreement. (d) In connection with the Borrower’s obligation to pay any LIBOR Loan prepayment fees, the Borrower agrees to reimburse the Administrative Agent (without duplication) for any increase in the cost to the Administrative Agent, or reduction in the amount of any sum receivable by the Administrative Agent, in respect, or as a result of: i. any conversion or repayment or prepayment of the principal amount of any LIBOR Loan on a date other than the scheduled last day of the Interest Period applicable thereto; or ii. any loans not being made as LIBOR Loans in accordance with the borrowing request thereof.

Prepayments. 6.1 No prepayment shall be permitted unless such a prepayment is made at the instructions (i) Debtor may prepay all (but not less than all) of any outstanding Engine Note by payment of 100% of the Lender in writing upon the receipt from the Borrower outstanding Principal Amount of a notice in writing at least 15 (fifteen) Banking Days prior such Engine Note and accrued interest thereon to the date of such prepayment plus the proposed Prepayment Fee, together with all other amounts due hereunder and under the Engine Notes and the other Documents; provided, -------- that Debtor will provided Secured Party at least 30 days' prior irrevocable written notice of any such prepayment (which notice shall specify the datedate of prepayment and the principal, time interest and place at which any part or full prepayment of the amount of Facility shall Prepayment Fee to be made) paid on such terms and conditions as may be stipulated by the Lenderdate). 6.2 All sums prepaid will be applied towards reduction of the Facility Amount outstanding. The Borrower shall be responsible for compensating the Lender for any funding, breakage or other costs (“Prepayment Costs”ii) 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 If an Event of Default 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 (as hereinafter referred toi) or 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 default by Engine that has previously suffered an Event of Loss and accrued interest thereon to the Borrower in complying date of such prepayment plus the Prepayment Fee, together with the terms all other amounts due hereunder and conditions of this Agreementunder such Engine Note. 6.3 Provided that (iii) Debtor shall pay, with respect to each Engine Note, the Borrower shall have principal amount of such Engine Note on the right dates and in the amounts set forth in Annex A to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costssuch Engine Note. 6.4 The Borrower agrees and undertakes that in the event (iv) As used herein, "Prepayment Fee" means either, (A) with respect to any prepayment of failure all or a portion of the Lender and Engine Notes due solely to an Event of Loss with respect to an Engine, an amount equal to the Borrower Event of Loss Prepayment Fee or (B) with respect to mutually agree any other prepayment of all or a portion of the Engine Notes, an amount equal to a rate (i) 2% of interest for a subsequent Interest Period at the end then outstanding Principal Amount of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply Engine Notes to be prepaid if such prepayment by occurs on or prior to the BorrowerFirst anniversary of the Closing Date or (ii) 1% of the then outstanding Principal Amount of the Engine Note if such prepayment occurs at any time thereafter.

Prepayments. 6.1 No prepayment shall be permitted unless such a prepayment is made (a) The Borrower may, upon at least two Business Days’ notice to the instructions Administrative Agent, stating the proposed date and aggregate principal amount of the Lender prepayment, prepay the outstanding principal amounts of the Term Loans in writing upon the receipt from the Borrower of a notice whole or ratably in writing at least 15 (fifteen) Banking Days prior part, together with accrued interest to the date of such prepayment on the proposed principal amount prepaid; provided, however, that each partial 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 in an aggregate principal amount not less than $1,000,000 or any integral multiple of the Facility Amount outstanding$100,000 in excess thereof. The Borrower shall be responsible for compensating the indemnify each Lender for against any fundingloss, breakage cost or other costs (“Prepayment Costs”) expense incurred by such Lender 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 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 as a result expense incurred by reason of the occurrence liquidation or reemployment of an Event deposits or other funds of Default such Lender, or the termination of swaps or other hedging arrangements with respect to the interest rate risks associated with respect to the funds acquired by such Lender to fund its Term Loan, or otherwise. (as hereinafter referred tob) Each prepayment, whether voluntary, by reason of acceleration or any default otherwise, will be accompanied by the Borrower in complying 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 terms and conditions present value of this Agreement. 6.3 Provided the difference, if positive, between (i) the sum of the interest payments that would have accrued through the Borrower shall have Maturity Date on the right to prepay principal amount of the Term Loan being prepaid at the end of each Interest Period Fixed Rate, as if the applicable Drawdown(sprepayment had not been made, less (ii) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure sum of the Lender and interest payments that would have accrued through the Borrower Maturity Date on the principal amount of the Term Loan being prepaid at a fixed interest rate equal to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest PeriodReinvestment Rate, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower.as

Prepayments. 6.1 No (i) 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 unless 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 is made 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 instructions Underlying Asset Proceeds Prepayment Amount to be applied to the applicable Asset Attributable Loan Balance. (e) The Borrowers may, at any time and from time to time, prepay the Loans, in whole or in part, without premium or penalty, 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 in writing upon the receipt from by the Borrower of a notice in writing Agent prior to 12:00 noon, New York City time, at least 15 two (fifteen2) Banking 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 proposed prepayment (which amount specified in such notice shall specify be due and payable on the datedate specified therein, time and place at which together with 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 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 default by the Borrower in complying with the terms and conditions amounts payable pursuant to Section 3.04 of this Agreement. 6.3 Provided that . Partial prepayments pursuant to this Section shall be a minimum amount, equal to the Borrower shall have lesser of (x) $500,000 and (y) the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure then outstanding principal balance of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the BorrowerLoans.

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 (fifteeni) 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 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right at any time and from time to time to prepay at the end of each Interest Period the applicable Drawdown(s) any Borrowing in full, whole or in part without any Prepayment Costspremium (but subject to Section 2.10 and except as provided in this Section). 6.4 The Borrower agrees (i) All 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, (B) after the No-Call Date and undertakes that in 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 of failure that all or any portion of the Lender and Tranche B II Term Loans are prepaid from the Borrower to mutually agree to a rate incurrence of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without bank Indebtedness or repriced (or effectively refinanced) through any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 amendment of this Agreement shall not apply 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. (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 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. (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 BorrowerBorrower 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) 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 its terms 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 2027 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 2027 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2027 Term Loans on the Thirteenth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to May 29, 2020 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; provided that no such prepayment fee shall be required for prepayments made of Tranche B 2027 Term Loans made with the proceeds of any Term A Term Loans.

Prepayments. 6.1 No prepayment shall be permitted unless such a prepayment is made at (a) The Borrower may prepay the instructions of the Lender in writing Loans upon the receipt from the Borrower of a not less than one (1) Business Day's prior notice in writing at least 15 (fifteen) Banking Days prior to the date of the proposed prepayment (Lender, which notice shall specify the date, time prepayment date (which shall be a Business Day) and place at which any part or full prepayment of the amount of Facility the prepayment (which shall be madeat least $50,000 or the remaining principal balance outstanding on the Note) on such terms and conditions as may shall be stipulated irrevocable and effective only upon receipt by the Lender, provided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. 6.2 All sums prepaid will be applied towards (i) If, after giving effect to any termination or reduction of the Facility Amount outstanding. The Borrower shall be responsible for compensating Commitment pursuant to Sections 2.03(a) or (b), the Lender for any funding, breakage or other costs (“Prepayment Costs”) incurred as a result of any partial or full prepayment outstanding aggregate principal amount of the Facility outstanding, for any reason, including but not limited to, such prepayment being made at Loans plus the request of LC Exposure exceeds the Borrower or as a result of the occurrence of an Event of Default (as hereinafter referred to) or any default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest PeriodCommitment, the Borrower shall mandatorily prepay the applicable Drawdown Loans on the date of such termination or reduction in full without 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 Prepayment Costs at excess remains after prepaying all of the end 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 that relevant Interest Period. the Commitment pursuant to Section 6.1 2.03(c), the outstanding aggregate principal amount of the Loans plus the LC Exposure 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 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) 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 Agreement Section and acceptable to the Lender in its sole discretion. (c) Prepayments permitted or required under this Section 2.06 shall not apply be without premium or penalty. Any prepayment made during the Revolving Credit Period may be reborrowed subject to such prepayment by the Borrowerthen effective Commitment.

Prepayments. 6.1 No prepayment (a) If any Unit or Units have suffered or been deemed to have suffered a Casualty Occurrence, the Notes shall be permitted unless prepaid in whole or in part by the Borrower on the date which is the monthly anniversary of the Closing Date if such Unit or Units are not replaced pursuant to Section 7.3 hereof on the relevant date determined pursuant to Section 7.3 hereof, at a prepayment is made 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 instructions date of such prepayment (after deducting therefrom the Lender in writing upon principal installment, if any, due on the receipt from date of such prepayment) by a fraction, the Borrower numerator of a notice in writing at least 15 (fifteen) Banking Days 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 proposed 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 (which notice shall specify after deducting therefrom any principal installment due on or prior to the datedate of such prepayment), but without the payment of any Make-Whole Amount. (b) All Notes issued at any time and place at which any part or full prepayment of the amount of Facility shall be made) on such terms and conditions as outstanding hereunder may be stipulated by the Lender. 6.2 All sums prepaid will be applied towards reduction of the Facility Amount outstanding. The Borrower shall be responsible for compensating the Lender for any funding, breakage in whole 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 in part upon the request of the Borrower at any time on a date selected by the Borrower at a price equal to the unpaid principal amount thereof together with accrued but unpaid interest thereon, plus, an amount equal to the Make-Whole Amount, if any, applicable in respect of the principal amount of such Notes to be prepaid pursuant to this Section 4.8(b) on the date of such prepayment. (c) If at any time as a result of a Change in Tax Law (as defined below) the Borrower is or becomes obligated to make any increased payments pursuant to Section 7.11 hereof in respect of any payment 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 may give the Lender irrevocable written notice (a “Tax Prepayment Notice") of the prepayment of the Notes on a specified prepayment date (which shall be a Business Day not less than 30 days nor more than 60 days after the date of such notice) and the circumstances giving rise to the obligation of the Borrower to make any increased payments and the amount thereof and stating that all of the Notes shall be prepaid on the date of such 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"). 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 occurrence 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 binding upon all subsequent transferees of any Note. The Tax Prepayment Notice having been given, the principal amount of 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 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, (as hereinafter referred toii) or any default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that until the Borrower shall have taken commercially reasonable steps to mitigate the right requirement to prepay at make the end of each Interest Period related increased payments or (iii) if the applicable Drawdown(s) in full, obligation to make such increased payments directly results or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and resulted from actions taken by the Borrower (other than actions required to mutually agree be taken under applicable law), and any Tax Prepayment Notice given pursuant to a rate of interest for a subsequent Interest Period at this Section 4.8(c) shall certify to the end of an Interest Periodforegoing and describe such mitigation steps, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrowerif any.

Prepayments. 6.1 No prepayment a. Obligors may prepay the Principal Amount, or any portion thereof, only upon at least three (3) Business Days prior written notice to Lender (which notice shall be permitted unless such irrevocable and shall state the amount to be prepaid). If Obligors refinance this Term Note with any other entity, Obligors shall pay to Lender a prepayment premium equal to i. two percent (2%) of the amount prepaid if the prepayment is made at from the instructions date of this Note through January 2, 2003; ii. one percent (1%) of the amount prepaid if the prepayment is made from January 3, 2003 through January 2, 2004. b. If any prepayment occur on a day other than the last day of the Interest Period, Obligors shall pay to Lender, upon request of Lender and in writing upon addition to any amount which may be due and payable pursuant to the receipt from preceding paragraph, such amount or amounts as shall be sufficient (in the Borrower reasonable opinion of Lender) to compensate it for any loss, cost, or expense incurred as a notice result of: (i) any payment on a date other than the last day of the Interest Period; and (ii) any failure by any Obligor to make a prepayment on the date for payment specified in writing any Obligor's written notice. c. If by reason of an Event of Default, Lender elects to declare the Note to be immediately due and payable, then any prepayment premiums and other amounts which would have been due if a prepayment been made at least 15 (fifteen) Banking Days prior that time shall become due and payable in the same manner as though the Obligors had exercised such right of prepayment. In the event of any prepayments, the Obligors shall pay all accrued interest on the Principal Amount being paid to the date of the proposed prepayment (which notice shall specify and, in the date, time and place at which any part or full prepayment case 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 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) prepayments in full, or in part without any Prepayment Costsall fees, charges, costs, expenses and other amounts then due hereunder. 6.4 The Borrower agrees and undertakes that d. Any partial prepayment shall be applied against principal payments in the event inverse order of failure of the Lender maturity and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by reduce the Borrowermonthly payments of principal due hereunder.

Prepayments. 6.1 No (a) Each Borrower 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 shall be permitted unless such a prepayment is made and (ii) upon at least two Business Days’ notice to the instructions Agent for Eurodollar Rate Advances, stating the proposed date and aggregate principal amount of the Lender prepayment, and if such notice is given such Borrower shall, prepay the outstanding principal amount of the Revolving Credit Advances comprising part of the same Revolving Credit Borrowing in writing upon the receipt from the Borrower of a notice whole or ratably in writing at least 15 (fifteen) Banking Days prior part, together with accrued interest to the date of such prepayment on the proposed prepayment (which notice shall specify the dateprincipal amount prepaid and amounts, time and place at which any part or full prepayment of the amount of Facility shall if any, required to be madepaid pursuant Section 8.4(c) 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 shall be responsible for compensating the Lender for any funding, breakage or other costs (“Prepayment Costs”) incurred as a result of such prepayment; provided that each prepayment pursuant to this Section 2.5(a) shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (b) Additionally, if at any partial or full prepayment date the sum of the Facility outstanding, 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 any reason, including but not limited to, such prepayment being made 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 or 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. (c) At the time of each payment pursuant to Section 2.5(b) by a Borrower, such Borrower shall 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 occurrence extent that any amount would be required hereunder to be applied to Revolving Credit Advances owed by any 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 Event ▇▇ ▇▇▇▇ Collateral Account in respect of Default such Borrower. (as hereinafter referred tod) or any default All amounts received by the Borrower 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 complying with such Security Document, second, to ratably pay the terms principal of and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure interest of the Lender 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 ▇▇ ▇▇▇▇ Collateral Accounts to the Borrower to mutually agree to a rate extent any Letters of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the BorrowerCredit are outstanding.

Prepayments. 6.1 No prepayment (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part without premium (but subject to Section 2.10 and except as provided in this Section). (ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or prior to the No-Call Date shall be permitted unless such accompanied by a prepayment is made at fee equal to the instructions 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. (b) When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Loans in the amount 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 in writing upon elections not to accept such prepayment, the receipt from 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) Not fewer than 30 days prior to any payment or prepayment of any principal amount of the Loan Proceeds Note , the Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (e) below, prepay the 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 the Loan Proceeds Note, 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 (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 in writing at least 15 (fifteen) Banking 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 of on which the proposed prepayment (which notice shall specify Administrative Agent is required to notify the date, time and place at which any part or full prepayment Borrower of the amount of Facility 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 madepaid 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 telecopy) of any prepayment hereunder not later than 1:00 p.m., New York City time, two Business Days before the date of prepayment or such terms and conditions lesser period as may be stipulated by acceptable to the Lender. 6.2 All sums Administrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount to be prepaid will be applied towards reduction and, in the case of a mandatory prepayment, a reasonably detailed calculation of the Facility Amount outstanding. The Borrower amount of such prepayment and, in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such prepayment shall be responsible for compensating the Lender for any funding, breakage or other costs (“Prepayment Costs”) incurred as a result applied. Promptly following receipt of any partial or full prepayment such notice, the Administrative Agent shall advise the Lenders of the Facility outstanding, for contents thereof. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.07. If any reason, including but not limited to, such prepayment being pursuant to this Section is 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 default by the Borrower in complying with other than on the terms and conditions last day of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without to any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Periodprepaid Eurodollar Loans, the Borrower shall mandatorily prepay also pay to each Lender (other than any Declining Lender) on the applicable Drawdown in full without date of such prepayment any Prepayment Costs at the end amount owing to such Lender pursuant to Section 2.10. Prepayments of that relevant Interest Period. Section 6.1 Loans (x) pursuant to paragraph (a) of this Agreement Section shall not apply 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 such prepayment 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 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇ 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. 6.1 No (a) The Borrower may, from time to time on any Business Day, upon at least one Business Day’s notice to the Funds Administrator stating the proposed date and aggregate principal amount thereof, and if such notice is given, the Borrower shall, prepay the outstanding principal amount of the Prime Rate Loans (including any Swingline Loan) comprising part of the same Borrowing in whole or ratably in part; provided, that any partial prepayment of such Prime Rate Loans shall be permitted unless in an aggregate principal amount of not less than $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 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 Fixed Rate Loans shall be accompanied by 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 (fifteen) Banking Days prior accrued interest 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 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 on the request of the Borrower or as a result of the occurrence of an Event of Default (as hereinafter referred to) or any default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in principal amount prepaid. In the event of failure any prepayment of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest PeriodFixed Rate Loan, the Borrower shall mandatorily prepay be obligated to reimburse the applicable Drawdown Banks in full without any Prepayment Costs at the end of that relevant Interest Periodrespect thereof pursuant to Section 2.12. Section 6.1 of this Agreement shall not apply to such prepayment Unless otherwise specified by the 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. 6.1 No prepayment shall be permitted unless such a prepayment is made at the instructions of the Lender in writing The Borrower may, upon the receipt from the Borrower of a notice in writing at least 15 five (fifteen5) Banking Days prior Business Days' notice to the Bank, prepay the Note in whole or in part with accrued interest to the date of such prepayment on the proposed prepayment amount prepaid without penalty or premium (which notice shall specify the datebut subject to payment of break-funding costs, time and place at which any part or full prepayment if any, of the Bank in the case of 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 Facility 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 made) applied to principal in the inverse order of maturity. Without limiting the foregoing, if the Note is prepaid on such terms and conditions as may be stipulated by any day other than the Lender. 6.2 All sums prepaid will be applied towards reduction last day of an Interest Period applicable thereto, the Facility Amount outstanding. The Borrower shall be responsible for compensating also pay to the Lender for Bank any funding, breakage loss or other costs (“Prepayment Costs”) incurred expense that the Bank may sustain or incur as a result consequence 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 (i) a result of the occurrence of an Event of Default (as hereinafter referred to) or any default by the Borrower in complying making any prepayment of the Note after the Borrower has given a notice thereof to the Bank in accordance with the terms and conditions provision of this Agreement. 6.3 Provided Agreement or (ii) the making of any prepayment (irrespective of the timing of any notice) on a day that is not the Borrower last day of an Interest Period with respect thereto. Any such loss and/or expense shall include any amount equal to the excess, if any, of (a) the amount of interest that would have accrued on the right amount so prepaid for a period from the date of such prepayment to prepay the last day of such Interest Period at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for such Note, excluding the applicable LIBOR Margin, over (b) 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 subsequent Interest Period at comparable period with leading banks in the end of an Interest Period, London interbank market. A statement as to any amount payable pursuant to this Section 2.04 submitted to the Borrower by the Bank shall mandatorily prepay be conclusive in the applicable Drawdown absence of manifest error. This provision shall survive the payment in full without any Prepayment Costs at of the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the BorrowerNote.

Prepayments. 6.1 No prepayment shall be permitted unless such a prepayment is made (a) The Borrower may, upon at least one Business Day’s notice delivered by 1:00 p.m. (Dallas, Texas time) to the instructions Exit Loan Agent stating the proposed date and aggregate principal amount of the Lender in writing upon the receipt from prepayment, and if such notice is given, the Borrower shall, prepay the outstanding aggregate principal amount of a notice in writing at least 15 (fifteen) Banking Days prior the Advances comprising the Exit Loan, together with accrued interest to the date of such prepayment on the proposed aggregate principal amount prepaid; provided, however, that each partial prepayment shall be in an aggregate principal amount of $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 prepayment fee equal to the interest which notice shall specify would have been earned on the date, time and place at which any part or full Exit Loan from the date of such prepayment of the amount of Facility Exit Loan to the Prepayment Date had the Exit Loan not been prepaid (the “Prepayment Fee”). The Prepayment Fee shall be made) on such terms and conditions as may be stipulated by incurred in the Lender. 6.2 All sums prepaid will be applied towards reduction of the Facility Amount outstanding. The Borrower shall be responsible for compensating the Lender for any funding, breakage or other costs (“Prepayment Costs”) incurred as a result event of any partial or full prepayment of the Facility outstanding, Exit Loan prior to the Prepayment Date for any reason, including but not limited toincluding, such prepayment being made at without limitation, the request acceleration of the maturity of the Exit Loan after a 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 as a result of in part, without penalty, and interest shall immediately cease upon any principal so prepaid. All partial prepayments shall be applied first to accrued interest and the balance to the remaining principal. (b) Upon the occurrence of an Event of Default (as hereinafter referred to) or any default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any a Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest PeriodEvent, the Borrower shall mandatorily prepay pay the applicable Drawdown in full without Net Cash Proceeds of such event towards the outstanding balance of any Prepayment Costs at advances made under the end terms of that relevant Interest Periodthe Revolving Line of Credit, with the remaining 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. Section 6.1 All prepayments under this clause (b) shall be made together with accrued and unpaid interest to the date of this Agreement shall not apply to such prepayment by on the Borrowerprincipal amount prepaid.

Prepayments. 6.1 (i) No prepayment of the Loan shall be permitted unless such a allowed in whole or in part, on or prior to the Lockout Expiration Date other than prepayment is made at from Proceeds under Section 8.1 hereof. Thereafter, the instructions Loan may be prepaid, upon not less than thirty (30) days’ irrevocable prior notice to Lender. Any prepayments on the principal balance of the Lender in writing upon Loan evidenced by the receipt from the Borrower Note whether voluntary or involuntary, shall be accompanied by payment of a notice in writing at least 15 (fifteen) Banking Days prior interest accrued to the date of prepayment, together with the proposed applicable Prepayment Premium. Any prepayments made pursuant to the foregoing shall be made on a Payment Date provided, however, Borrower may elect to make any such prepayments on a Business Day which is not a Payment Date if, in addition to all interest which has accrued to and including the date of prepayment and the Prepayment Premium, Borrower also pays all interest which would accrue on the Loan to, but not including, the Payment Date following the date of prepayment. Notwithstanding any provision contained in this Agreement to the contrary, no Prepayment Premium will be due on account of (which notice a) a voluntary prepayment pursuant to this Section 2.4(C)(i) made on the Prepayment Premium Expiration Date or thereafter, or (b) provided no Event of Default shall specify the datehave occurred and be continuing, time and place at which any part an involuntary prepayment resulting from a casualty or full prepayment condemnation of the amount of Facility Mortgaged Property. Amounts prepaid shall not be made) on such terms and conditions as may be stipulated by the Lenderre-borrowed. 6.2 All sums prepaid will be applied towards reduction (ii) In the event of (a) the payment of any principal of the Facility Amount outstanding. The Borrower shall be responsible for compensating Loan other than on the Lender for any funding, breakage or other costs last day of an Interest Period applicable thereto (“Prepayment Costs”) incurred including as a result of an Event of Default) or (b) the failure to borrow or prepay the Loan as specified in any partial notice delivered pursuant to this Agreement or full the other Loan Documents, then, in any such 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 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 delivered to Borrower and shall 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 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 other Obligations, the Prepayment Premium. If the Maturity Date is accelerated, due to an Event of Default or otherwise, or if any prepayment of the Facility outstanding, for all or any reason, including but not limited to, such prepayment being made at the request portion of the Loan hereunder occurs, whether in connection with Lender’s acceleration of the Loan or otherwise, or if the Mortgage is satisfied or released by foreclosure (whether by power of sale or judicial proceeding), deed in lieu of foreclosure or by any other means, then 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. (iv) Notwithstanding any provision to the contrary contained in this Agreement, in the event of an Equinix Parent Transaction Event, (x) Lender may declare immediately due and payable, without further notice, protest, presentment, notice of protest or demand, all Obligations including, without limitation, all monies advanced under this Agreement, the Note, the Mortgage and/or any of the Loan Documents which are then unpaid, together with all interest then accrued thereon up to and including the date of Lender’s receipt of payment in full of the Loan and all other amounts then owing (including any Default Interest owed as a result of such acceleration and the occurrence of an Prepayment Premium) and (y) so long as no Event of Default shall have occurred and be continuing immediately prior to such Equinix Parent Transaction Event, the Prepayment Premium (as hereinafter referred tonotwithstanding the definition set forth in Section 1.1) shall equal (A) for the period from the Closing Date through but not including the First Anniversary Date, the greater of Three percent (3%) or any default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided Yield Maintenance Amount (assuming that the Borrower shall have Treasury Rate plus 1.75% is used in calculating the right to prepay at Yield Maintenance Spread), and (B) for the end of each Interest Period period after the applicable Drawdown(s) in fullFirst Anniversary Date through but not including the Prepayment Premium Expiration Date, or in part without any Prepayment CostsThree percent (3.00%). 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower.

Prepayments. 6.1 No prepayment shall be permitted unless such a prepayment is made at (a) The Borrower may prepay the instructions of the Lender in writing Base Rate Loans upon the receipt from the Borrower of a not less than one (1) Business Day's prior notice in writing at least 15 (fifteen) Banking Days prior to the date of the proposed prepayment (Lender, which notice shall specify the date, time prepayment date (which shall be a Business Day) and place at which any part or full prepayment of the amount of Facility the prepayment (which shall be madeat least $50,000 or the remaining principal balance outstanding on the Note) on such terms and conditions as may shall be stipulated irrevocable and effective only upon receipt by the Lender. 6.2 All sums prepaid will , provided that interest on the principal prepaid, accrued to the prepayment date, shall be applied towards reduction of paid on the Facility Amount outstandingprepayment date. The Borrower shall be responsible for compensating the Lender for may not prepay 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right LIBOR Loans prior to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest PeriodPeriod (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 mandatorily (i) prepay the applicable Drawdown Loans on the date of such termination or reduction in full without 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 Prepayment Costs at excess remains after prepaying all of the end 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 that relevant Interest Period. the amount of the Borrowing Base in accordance with Section 6.1 2.08, if the redetermined Borrowing Base is less than the aggregate outstanding principal amount of this Agreement the Loans plus the LC Exposure, then the Borrower shall not apply 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 Borroweramount of such excess, together with interest thereon accrued to the date of such prepayment. (e) Prepayments permitted or 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 the then effective Commitment.

Prepayments. 6.1 No prepayment shall be permitted unless such a prepayment is made (a) The Borrower may, upon at least two Business Days’ notice to the instructions Administrative Agent, stating the proposed date and aggregate principal amount of the Lender prepayment, prepay the outstanding principal amounts of the Term Loans in writing upon the receipt from the Borrower of a notice whole or ratably in writing at least 15 (fifteen) Banking Days prior part, together with accrued interest to the date of such prepayment on the proposed principal amount prepaid; provided, however, that each partial 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 in an aggregate principal amount not less than $1,000,000 or any integral multiple of the Facility Amount outstanding$100,000 in excess thereof. The Borrower shall be responsible for compensating the indemnify each Lender for against any fundingloss, breakage cost or other costs (“Prepayment Costs”) expense incurred by such Lender 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 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 as a result expense incurred by reason of the occurrence liquidation or reemployment of an Event deposits or other funds of Default such Lender, or the termination of swaps or other hedging arrangements with respect to the interest rate risks associated with respect to the funds acquired by such Lender to fund its Term Loan, or otherwise. (as hereinafter referred tob) Each prepayment, whether voluntary, by reason of acceleration or any default otherwise, will be accompanied by the Borrower in complying 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 terms and conditions present value of this Agreement. 6.3 Provided the difference, if positive, between (i) the sum of the interest payments that would have accrued through the Borrower shall have Maturity Date on the right to prepay principal amount of the Term Loan being prepaid at the end of each Interest Period Fixed Rate, as if the applicable Drawdown(sprepayment had not been made, less (ii) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure sum of the Lender and interest payments that would have accrued through the Borrower Maturity Date on the principal amount of the Term Loan being prepaid at a fixed interest rate equal to mutually agree 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 a rate the principal amount of interest the Term Loan being prepaid on any date, the Swap Rate on the date the Prepayment Fee is calculated by the Administrative Agent for a subsequent Interest Period at term corresponding to the end period of an Interest Periodtime remaining to the Maturity Date, interpolated, if necessary, and "Swap Rate" means, as of any date, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment offered U.S. Dollar interest rate swap rate for a fixed rate payer determined by the BorrowerAdministrative 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. 6.1 No (a) Any LOC Liquidity Disbursement or Dollar Thrifty Reimbursement Share of any LOC Termination Disbursements may be prepaid in whole or in part at any time, 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 the case of a Eurodollar 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 repaid on a day other than the last day of an Interest Period applicable thereto, such prepayment shall be accompanied by the payment of any amount owing pursuant to Section 2.10 hereof. (b) 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 unless such a prepayment is made at to do so under the instructions Depositary Agreement and the Liquidity Agreement and, if any of the Lender proceeds of such Commercial Paper Notes are not necessary to repay in writing upon full all Commercial Paper Notes maturing on such day, for pro rata application to (i) reimburse the receipt Liquidity Lenders for Liquidity Advances made under the 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 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 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 extent the proceeds are not necessary to make all of the repayments and reimbursements referred to above or to the extent Dollar Thrifty Funding would incur amounts payable pursuant to Section 2.10 from the Borrower prepayment of a notice in writing at least 15 (fifteen) Banking Days prior any Eurodollar Advance hereunder. Each such repayment shall be accompanied by accrued interest on the amount repaid to the date of repayment. (c) LOC Liquidity Disbursements shall be prepaid, together with interest accrued thereon and any amounts payable in respect thereto (in the proposed prepayment (which notice shall specify the date, time and place at which any part or full prepayment manner set forth in Section 4.1 of the amount of Facility shall Liquidity Agreement if then in effect), on any date on which there is a Borrowing Base Deficiency, such amounts to be made) on due and payable, whether or not sufficient funds are then available to make such terms and conditions as may be stipulated by the Lenderpayment. 6.2 All sums prepaid will be applied towards reduction (d) Any prepayments payable by Dollar Thrifty Funding pursuant to this Section 2.5 shall be, in each case, an application of funds in accordance with Section 2.01 or 5.02(b) of the Facility Amount outstanding. The Borrower shall be responsible for compensating the Lender for any fundingCollateral Agreement, 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 default by the Borrower in complying with the terms and conditions of this Agreementapplicable. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower.

Prepayments. 6.1 No (a) Without premium or penalty, the Company or the Mexican Borrower may, at any time or from time to time, by 11:00 a.m. (Chicago time) on the day of such prepayment in the case of Base Rate Loans, prepay Revolving Loans ratably among the Lenders in whole or in part in minimum Dollar Equivalent amounts of $1,000,000, or any Dollar Equivalent multiple of $100,000 in excess thereof. Such notice of prepayment shall specify the applicable Borrower, 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 make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to each such date on the amount prepaid. (b) If on any day the Agent shall have determined that the Dollar Equivalent Effective Amount of all Loans and L/C Obligations then outstanding exceeds the combined Available Commitments of the Lenders, then the Borrower shall immediately, and without notice or demand, make prepayments of Loans such that, after giving effect to all such prepayments, the Effective Amount of all Loans plus the Effective Amount of L/C Obligations does not exceed the combined Available Commitments. (c) If on any date the Effective Amount of L/C Obligations exceeds the L/C Commitment, the Company shall Cash Collateralize on such date the outstanding Letters of Credit in an amount equal to the excess of the maximum amount then available to be drawn under the Letters of Credit over the L/C Commitment. If on any date after giving effect to any Cash Collateralization made on such date pursuant to the preceding sentence, the Effective Amount of all Revolving Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the combined Available Commitments, the Company shall immediately, and without notice or demand, prepay the 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 applicable 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) 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 amount equal to 100% of the Net Proceeds realized upon any such receipt of proceeds; provided, however, that (i) no such prepayment shall be permitted unless such a prepayment is made at required with respect to sales of inventory in the instructions ordinary course of the Lender 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 writing upon gross consideration after the receipt Closing Date from sales of obsolete equipment and scrap inventory, (iii) the proceeds from the Borrower collection of the 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 each case pursuant to or 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 ▇▇▇▇▇▇, Inc., shall result in required prepayments under this subsection in accordance with Schedule 2.07(e), (iv) the Company shall 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 notice detailed plan (including actual contractor's bids and specifications) for such repair or rebuilding, the Company or affected Subsidiary shall have in writing at least 15 (fifteen) Banking Days 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 Loans pursuant to this Section 2.07(e), the Available Commitments shall be permanently reduced by the required amount of such prepayment and, in addition, the Scheduled Commitment Reduction(s) next succeeding the date of such prepayment shall be reduced by the proposed amount of such prepayment; provided, however, that upon the consummation of the Flow Sale, the Commitments shall be reduced to $156,500,000 and no additional adjustment to the Scheduled 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 amounts equal to such payments pursuant to this subsection as if the Company had received Net Proceeds from an asset sale in such amounts. 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. 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 (which notice 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 specify prepay the dateRevolving Loans in an amount equal to 100% of the Net Proceeds realized upon such receipt of proceeds; provided, time 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 place at which 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 part cashless exercise or full 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) of Section 8.05 hereof, (vi) no such prepayment shall be required with respect to the 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 Facility such prepayment and, in addition, the Scheduled Commitment Reduction(s) next succeeding the date of such prepayment shall be made) on such terms and conditions as may be stipulated reduced by the Lender. 6.2 All sums prepaid will be applied towards amount of such prepayment. Each such prepayment and reduction of the Facility Amount outstandingAvailable Commitments and Scheduled Commitment Reductions shall be allocated ratably among the Revolving Lenders in accordance with their respective Pro Rata Shares. The Borrower Company shall be responsible for compensating use its best efforts to notify the Agent and each Revolving Lender for of each transaction giving rise to any funding, breakage or other costs required prepayment hereunder as soon as practicable and in no event later than ten (“Prepayment Costs”10) incurred as a result of any partial or full prepayment of the Facility outstanding, for any reason, including but not limited to, Business Days before 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 default by the Borrower in complying with the terms and conditions of this Agreementtransaction is consummated. 6.3 Provided that (g) On April 15, 2002 (or such earlier date on which the Borrower Company delivers pursuant to Section 7.01(a) its annual financial statements to the Agent with respect to the Company fiscal year ending December 31, 2001), the Company shall have prepay the right Revolving Loans in an amount equal to prepay at 70% of Excess Cash Flow for its fiscal year ended December 31, 2001. On the forty-fifth (45th) calendar day immediately following the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and 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 Borrower Company delivers pursuant Section 7.01(b) its quarterly financial statements to mutually agree the Agent with respect to a rate of interest for a subsequent Interest Period at the end of an Interest Periodsuch Fiscal Quarter), the Borrower Company shall mandatorily prepay the applicable Drawdown Revolving Loans in full without any Prepayment Costs at an amount equal to 70% of Excess Cash Flow for such Fiscal Quarter ended. Concurrently with each prepayment of the end Revolving Loans pursuant to this Section 2.07(g), the Available Commitments shall be permanently reduced by the required amount of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment and, in addition, the Scheduled Commitment Reduction(s) next succeeding the date of such prepayment shall be reduced by the Borroweramount 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. 6.1 (i) No prepayment of the Loan shall be permitted unless such a prepayment is made at allowed in whole or in part, on or prior to the instructions Lockout Expiration Date. Thereafter, the Loan may be prepaid, in whole, but not in part, upon not less than thirty (30) days' irrevocable prior notice to Lender. Any prepayments on the principal balance of the Lender in writing upon Loan evidenced by the receipt from the Borrower Note whether voluntary or involuntary, shall be accompanied by payment of a notice in writing at least 15 (fifteen) Banking Days prior interest accrued to the date of prepayment, together with the proposed applicable Prepayment Premium. Any prepayments made pursuant to the foregoing shall be made on a Payment Date provided, however, Borrower may elect to make any such prepayments on a Business Day which is not a Payment Date if, in addition to all interest which has accrued to and including the date of prepayment and the Prepayment Premium, Borrower also pays all interest which would accrue on the Loan to, but not including, the Payment Date following the date of prepayment. 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 (which notice 12) month period prior to the scheduled Maturity Date. Amounts prepaid shall specify not be re-borrowed. (ii) In the date, time and place at which event of (a) the payment of any part or full prepayment principal of the amount Loan other than on the last day 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 shall be responsible for compensating the Lender for any funding, breakage or other costs an Interest Period applicable thereto (“Prepayment Costs”) incurred including as a result of an Event of Default) or (b) the failure to borrow or prepay the Loan as specified in any partial notice delivered pursuant to this Agreement or full prepayment the other Loan Documents, then, in any such 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 delivered to Borrower and shall 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 Facility outstanding, for any reason, including but not limited toLoan is tendered by Borrower or otherwise recovered by Lender, such tender or recovery shall be deemed a voluntary prepayment being made at the request by Borrower in violation of the prohibition against prepayment set forth in Section 2.4(C)(i) and Borrower or as a result of shall pay to Lender, in addition to the occurrence of other Obligations, the Prepayment Premium. If the Maturity Date is accelerated, due to an Event of Default (as hereinafter referred to) or otherwise, or if any prepayment of all or any default by portion of the Borrower Loan hereunder occurs, whether in complying connection with Lender's acceleration of the terms Loan or otherwise, the Prepayment Premium shall become immediately due and conditions of this Agreement. 6.3 Provided that the owing and Borrower shall have immediately pay the Prepayment Premium to Lender. Nothing contained in this Section 2.4(C)(iii) shall create any right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costsprepayment. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower.

Prepayments. 6.1 No prepayment shall be permitted unless such a prepayment is made (a) Borrower may, in its discretion, prepay the Loan in whole at any time after the instructions third anniversary of the Lender in writing upon date hereof by paying the receipt from applicable Prepayment Amount; provided, however, that the Borrower applicable premium for the privilege of a notice in writing at least 15 prepayment used to calculate the Prepayment Amount under this clause (fifteena) 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 reduced by the Lender100 basis points as provided in Section 7.07 hereof but in no event to a percentage less than zero. 6.2 All sums prepaid will be applied towards reduction of the Facility Amount outstanding. The (b) Borrower shall be responsible for compensating prepay the Loan in full immediately upon demand of Lender for after the occurrence and during the continuance of an Event of Default by paying the applicable Prepayment Amount. (c) Borrower may prepay the Loan in full at 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 time within 90 days after the occurrence of an Event of Default Taxability by paying the applicable Prepayment Amount plus an amount necessary to supplement the prior Loan Payments to the Gross-Up Rate; provided, however, that if the Event of Taxability is the result of an act or failure to act by Issuer, a determination that a representation or warranty of Issuer was untrue in any material respect when made or a failure of Issuer to comply with Article IV(n) hereof, the Prepayment Amount shall not include any premium. (d) The amounts due hereunder shall be repaid in part without premium with funds remaining in the Escrow Fund upon termination of the Escrow Agreement as hereinafter referred to) provided in Sections 2.03 or any default by 2.04 of the Borrower in complying with the terms and conditions of this Escrow Agreement. 6.3 Provided that the (e) Borrower shall have prepay the right Loan in full immediately upon the failure to prepay at comply with the end provisions of each Interest Period Article VI hereof by paying the applicable Drawdown(sPrepayment Amount. (f) Borrower may prepay the Loan in fullfull upon damage or destruction of the Project by paying the applicable Prepayment Amount; provided, however, that if the damage or destruction is the result of any act of God, arson, natural disaster, riot or war, the applicable Prepayment Amount shall be calculated by reducing the applicable premium by one-half. Upon any prepayment in part without any Prepayment Costs. 6.4 The Borrower agrees of the Loan, the prepayment shall be applied first to interest accrued thereon and undertakes that next to the Principal portion of the Loan Payments in the event inverse order of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrowermaturity.

Prepayments. 6.1 No prepayment shall be permitted unless such a prepayment is made at the instructions Subject to payment of the Lender in writing upon the receipt from the Borrower of a notice in writing at least 15 (fifteen) Banking Days prior Prepayment Premium referred to below and all accrued interest and other sums due with respect to the date of the proposed prepayment (which notice shall specify the dateLoan, 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 shall be responsible for compensating the Lender for any fundingif any, 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at all or any part of the end outstanding principal balance of each Interest Period the applicable Drawdown(sLoan 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 full, whole or in part without 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) 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 Costs. 6.4 The 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 undertakes Borrower of a fair average compensation for the loss that may be sustained by Lender due to any Prepayment; and Borrower agrees that Lender's agreement to enter into this transaction on the terms set forth in this Agreement and in the event 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 failure 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 this Loan, in whole or in part, without prepayment charge, upon acceleration of the Lender Maturity Date upon or following the conveyance by Borrower of any right, title or interest in the properties encumbered by the Deeds of Trust, and agrees that if for any reason a prepayment of any or all of this Loan is made, upon or following any acceleration of the Maturity Date, Borrower shall pay, concurrently therewith, a Prepayment Premium calculated pursuant to mutually agree this SECTION 2.4.D. By initialling this provision in the space provided below, Borrower hereby declares that Lender's agreement to a rate of interest for a subsequent Interest Period make the Loan at the end of an Interest Period, interest rate provided herein and for the Borrower shall mandatorily prepay the applicable Drawdown term set forth in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment constitutes adequate consideration, given individual weight by the Borrower, for this waiver.

Prepayments. 6.1 No prepayment (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part without premium (but subject to Section 2.10 and except as provided in this Section). (ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or prior to the No-Call Date shall be permitted unless such accompanied by a prepayment is made at fee equal to the instructions Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the Lender in writing upon No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the receipt 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 its terms 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) When the aggregate amount of Excess Proceeds exceeds $100,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Loans in the amount 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 prepayment, 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) Not fewer than 30 days prior to any payment or prepayment of any principal amount of the Loan Proceeds Note , the Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (e) below, prepay the 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 the Loan Proceeds Note, 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 (ii) the Borrower shall immediately prepay the Loans in writing 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 least 15 the expiration of such 30 Business Day period, the Administrative Agent shall notify the Borrower of the required amount of such prepayment (fifteenas reduced by any portion thereof which has been rejected by Declining Lenders pursuant to clause (e) Banking 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 of on which the proposed prepayment (which notice shall specify Administrative Agent is required to notify the date, time and place at which any part or full prepayment Borrower of the amount of Facility 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 madepaid 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 telecopy) of any prepayment hereunder not later than 1:00 p.m., New York City time, two Business Days before the date of prepayment or such terms and conditions lesser period as may be stipulated by acceptable to the Lender. 6.2 All sums Administrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount to be prepaid will be applied towards reduction and, in the case of a mandatory prepayment, a reasonably detailed calculation of the Facility Amount outstanding. The Borrower amount of such prepayment and, in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such prepayment shall be responsible for compensating the Lender for any funding, breakage or other costs (“Prepayment Costs”) incurred as a result applied. Promptly following receipt of any partial or full prepayment such notice, the Administrative Agent shall advise the Lenders of the Facility outstanding, for contents thereof. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.07. If any reason, including but not limited to, such prepayment being pursuant to this Section is 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 default by the Borrower in complying with other than on the terms and conditions last day of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without to any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Periodprepaid Eurodollar Loans, the Borrower shall mandatorily prepay also pay to each Lender (other than any Declining Lender) on the applicable Drawdown in full without date of such prepayment any Prepayment Costs at the end amount owing to such Lender pursuant to Section 2.10. Prepayments of that relevant Interest Period. Section 6.1 Loans (x) pursuant to paragraph (a) of this Agreement Section shall not apply 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 such prepayment 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. 6.1 No prepayment shall be permitted unless such a prepayment is made at (i) After the instructions of the Lender in writing upon the receipt from Availability Date, if the Borrower of a notice in writing at least 15 receives Net Cash Proceeds from any Disposition or any Casualty Event (fifteenother than Dispositions permitted by Section 6.04(c) Banking (other than Casualty Events)) or receives any Tax Credit Transfer Proceeds, the Borrower shall, within 3 Business Days prior to from the date of the proposed prepayment receipt of such Net Cash Proceeds (which notice shall specify the date, time and place at which any part or full prepayment of the amount of Facility shall be madeii) 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 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 If the Borrower or as a result incurs Borrowed Debt (excluding (A) intercompany debt of the occurrence of an Event of Default such entities, (as hereinafter referred toB) or any default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s[reserved], (C) in full[reserved], or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that (D) purchase money Indebtedness incurred in the event ordinary course of failure business and any replacements or refinancings thereof, and (E) Indebtedness with respect to capital leases incurred in the ordinary course of the Lender business and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Periodany replacements and refinancings thereof), the Borrower shall mandatorily shall, substantially concurrently with the incurrence of such Borrowed Debt (the “Borrowed Debt Prepayment Date”) (subject to Section 2.04(b)(iv)), prepay (or cause to be prepaid) (a “ Borrowed Debt Prepayment”) the applicable Drawdown in full without aggregate outstanding principal amount of Advances plus the accrued but unpaid interest thereon to the Borrowed Debt Proceeds Prepayment Date; (iii) After the Availability Date, if the Borrower receives Net Cash Proceeds from the issuance of any Equity Interests by any Borrower (other than issuances pursuant to employee stock plans or other benefit or employee incentive arrangements existing from time to time), the Borrower shall, within 3 Business Days from the date of receipt of such Net Cash Proceeds (the “Equity Issuance Proceeds Prepayment Costs at Date”) (subject to Section 2.04(b)(iv)), offer to prepay (or cause to be prepaid) (a “ Equity Issuance Prepayment”) the end aggregate outstanding principal amount of Advances plus the accrued but unpaid interest thereon to the Equity Issuance Proceeds Prepayment Date that relevant Interest Period. Section 6.1 may be paid with an amount equal to 100% of this Agreement shall not apply to such prepayment by the BorrowerNet Cash Proceeds.

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 (fifteena) 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 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay any Loans at any time subject to the end prepayment penalty described below; provided, however, that 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 LIBOR Loan with an initial Interest Period of three months or less or for a LIBOR Loan that is prepaid on 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 Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees Loan to be prepaid. Such notice of prepayment shall be irrevocable and undertakes that in the event of failure of the Lender and shall commit the Borrower to mutually agree prepay in the amount stated therein. All prepayments under this Section shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment. Amounts prepaid shall be available to be reborrowed from the Banks hereunder in accordance with the terms of this Agreement. (b) The prepayment penalty for a rate LIBOR Loan with an initial Interest Period of more than three months that is prepaid on a 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 a subsequent the remaining term of the applicable Interest Period at LIBOR that was in effect on the end first day of an such Interest Period, and any lesser amount that would accrue on the Borrower shall mandatorily prepay 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 Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. To determine such present value, the foregoing difference shall be discounted to its present value at a discount rate equal to the applicable LIBOR for such remaining Interest Period." 5. Section 6.1 5.2(a)(4) of this the Credit Agreement shall not apply is amended to such prepayment by the Borrower.read as follows:

Prepayments. 6.1 No (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Lender, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided, that (i) such notice must be received by the Lender not later than 11:00 a.m. two (2) Business Days prior to any date of prepayment, (ii) any prepayment shall be permitted unless in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each 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 (fifteen) Banking Days prior to the date of the proposed prepayment (which notice shall specify the datedate and amount of such prepayment. If such notice is given by the Lead Borrower, time the Borrowers shall make such prepayment and place at which the payment amount specified in such notice shall be due and payable on the date specified therein. (b) Subject to the terms of the Intercreditor Agreement, the Borrowers shall prepay the Loan in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event described in clause (a) of the definition of Prepayment Event; provided that, so long as any part Revolving Loan Obligations remain outstanding or full there are any commitments to lend under the Revolving Loan Agreement, Net Proceeds of Revolving Loan Priority Collateral may be applied as required under the Revolving Loan Agreement to the extent such proceeds are actually applied to repay the Revolving Loan Obligations, and the amount of any required prepayment of the Loan will be reduced by the amount so applied. Subject to the terms of the Intercreditor Agreement, the Borrowers shall prepay the Loan with the Net Proceeds received by a Loan Party on account of a Prepayment Event resulting from any casualty, condemnation or other loss as set forth in clause (b) of the definition of Prepayment Event; provided that, so long as the Revolving Loan Agreement remains in effect, Net Proceeds of Revolving Loan Priority Collateral may be applied as required under the Revolving Loan Agreement to the extent that such proceeds are actually applied to repay the Revolving Loan Obligations, and 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 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 required prepayment of the Facility Loan will be reduced by the amount so applied. So long as no Revolving Loan Obligations remain outstanding, for the Borrowers shall prepay the Obligations with the Net Proceeds received by a Loan Party on account of a Prepayment Event resulting from any reason, including but not limited to, such prepayment being made at the request sale or issuance by any Loan Party or any of its Subsidiaries of any of its Equity Interests as set forth in clause (c) of the Borrower definition of Prepayment Event. So long as no Revolving Loan Obligations remain outstanding, the Borrowers shall prepay the Obligations with the Net Proceeds received by a Loan Party on account of a Prepayment Event resulting from any incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness as a result set forth in clause (d) of the occurrence definition of an Prepayment Event. Subject to the terms of the Intercreditor Agreement, the Borrowers shall prepay the Obligations with the Net Proceeds received by a Loan Party on account of a Prepayment Event of Default (as hereinafter referred to) resulting from the receipt by any Loan Parties or any default of its Subsidiaries of Extraordinary Receipts as set forth in clause (e) of the definition of Prepayment Event; provided that, so long as the Revolving Loan Agreement remains in effect, Net Proceeds of Revolving Loan Priority Collateral may be applied as required under the Revolving Loan Agreement to the extent that such proceeds are actually applied to repay the Revolving Loan Obligations, and the amount of any required prepayment of the Loan will be reduced by the Borrower in complying with the terms and conditions of this Agreementamount so applied. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower.

Prepayments. 6.1 No prepayment shall be permitted unless such a prepayment is made at Borrower may prepay the instructions of the Lender Loan in writing upon the receipt from the Borrower of a notice in writing at least 15 (fifteen) 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 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, whole or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Periodpenalty; provided, however, if the Borrower shall mandatorily prepay any LIBOR Rate Tranche prior to the expiration of its applicable Drawdown 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 full without yield that any Prepayment Costs at the end such Lender reasonably incurs as a result of that relevant Interest Periodsuch event. Any Consequential Loss required to be paid by Borrower pursuant to this Section 6.1 3.5 or any other provisions of this Agreement or of the other Loan Documents in connection with the prepayment of any LIBOR Rate Tranches shall not apply be due and payable whether such prepayment is being made voluntarily or involuntarily, including, without limitation, as a result of an acceleration of sums due under LIBOR Rate Tranches or any part thereof due to 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 prepayment compensation, but in any event within 180 days after it obtains such knowledge and pursuant to a certificate which sets forth the amount such Lender is entitled to receive pursuant to this Section 3.5 and the basis for determining such amount, which certificate shall be presumptively correct as to the matters set forth therein in the absence of manifest error. Any amounts received by Administrative Agent from Borrower pursuant hereto shall be disbursed by Administrative Agent in immediately available funds to the BorrowerLenders requesting such amounts.

Prepayments. 6.1 No prepayment (a) All outstanding Contribution Notes shall be permitted unless such a prepayment is made at the instructions subject to mandatory quarterly prepayments out of available Surplus Cash of the Lender 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 writing upon effect on the receipt from the Borrower Effective Date, if such contract is listed on Exhibit B and a true and complete copy of a notice in writing at least 15 (fifteen) Banking Days 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 proposed prepayment Notes by Ampex and SGI within sixty (which notice shall specify the date, time and place at which any part or full prepayment of the amount of Facility shall be made60) 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 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at days after the end of each Interest Period the applicable Drawdown(s) 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 fullfull thereof, or in part without to the repayment of Contribution Notes held by any Prepayment Costsother entity. 6.4 The Borrower agrees and undertakes that in (b) If the event of failure of the Lender and the Borrower to mutually agree to a rate of interest Ampex Group has Net Income for a subsequent Interest Period at fiscal year and as of the end of an Interest Period, such fiscal year there are outstanding Contribution Notes due to Hillside or any other member of the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at Hillside Group which are due more than one year after the end of that relevant Interest Period. Section 6.1 such fiscal year, then the Ampex Group shall be obligated to prepay such Notes on the last day of this Agreement the following fiscal year in an amount equal to (i) the lesser of twenty percent (20%) of the Ampex Group's Net Income for such fiscal year or $1 million, reduced, but not below zero, by (ii) the amount prepaid on Contribution Notes pursuant to subsection (a) out of Surplus Cash of the Ampex Group for the fiscal quarters falling within the fiscal year in which the Net Income was earned. (c) Ampex and/or SGI shall not apply to such prepayment prepay Notes under subsection (a) or (b), or both, whichever is applicable, by first paying the BorrowerContribution Notes which have the latest final maturity date. (d) Any member of the Ampex Group and any Guarantor may otherwise prepay the Notes at any time without penalty or premium.

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 (fifteena) 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 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right at any time and from time to time to prepay at the end of each Interest Period the applicable Drawdown(s) Loans in full, whole or in part subject to the requirements of this Section without penalty or premium; provided, that (i) if the Borrower has entered into an agreement for a Change of Control or the Borrower or any Prepayment Costs. 6.4 The Borrower agrees and undertakes other Person otherwise has publicly announced its intention to consummate a transaction that would institute a Change of Control, in either case after the event of failure last day of the Lender and Subject Period (as defined below), the Borrower may only prepay the Loans at a prepayment amount equal to mutually agree the Fixed Early Prepayment Amount, plus accrued and unpaid interest to a rate the date of interest for a subsequent Interest Period at prepayment, and (ii) if the end Borrower optionally prepays any portion of an Interest 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 mandatorily prepay pay to the Agent, for the ratable benefit of the Lenders, an amount equal to the applicable Drawdown 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: (I) the Borrower shall not be required to pay any such Prepayment Premium Amount unless the aggregate amount 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 prepayments made during the Subject Period); and (II) if, during the 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 without in cash from the proceeds of any Prepayment Costs refinancing made by any financial institution other than CapitalSource Finance LLC and that 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 transaction of the end type described in 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 that relevant Interest Period. Section 6.1 such Third Party Refinancing, the related Third Party Financing Source shall have consented in writing to the consummation of this Agreement shall not apply such Specified Acquisition on terms substantially similar to such prepayment by the Borrower.Presented Terms;

Prepayments. 6.1 No prepayment (a) Subject to the terms of this paragraph, the Borrowers may at any time and from time to time prepay the Loans, in whole or in part, provided that the Borrowers may prepay Term Loans and Supplemental Term Loans only (x) with the Net Cash Proceeds of any issuance of Capital Stock or incurrence of Indebtedness after the Closing Date by any Borrower, (y) the Net Cash Proceeds of any Disposition of assets of any Borrower, or (z) with Excess Cash Flow for any fiscal year, during the relevant Excess Cash Flow Prepayment Period. Prepayments of Term Loans shall be permitted unless such a prepayment is made at subject to the instructions of the Lender in writing upon the receipt from the Borrower payment of a Prepayment Premium to the extent required by Section 2.9. ASC shall deliver irrevocable notice in writing at least 15 (fifteen) Banking Days of each such prepayment to the Administrative Agent no later than 11:00 A.M., New York City time, one Business Day prior to the date of the proposed prepayment (such prepayment, which notice shall specify which Borrower's Loans are being prepaid and the datedate and amount of prepayment. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, time the amount specified in such notice shall be due and place at which payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $500,000 or a multiple of $100,000 in excess thereof. Notwithstanding the forgoing, the Borrowers may not make any part or full 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 Facility shall be made) 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 such terms and conditions as may be stipulated by satisfactory to the Lender. 6.2 All sums prepaid will be applied towards reduction of the Facility Amount outstandingAdministrative Agent. The Borrower 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 Each prepayment of the Facility outstanding, for any reason, including but not limited to, Loans under Section 2.8 shall be accompanied by accrued interest to the date of such prepayment being made at on the request 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 to make a scheduled repayment of the Borrower aggregate outstanding principal amount of Supplemental Term Loans of (x) if the Supplemental Term Loan Amortization Date is July 15, 2003, $341,750 or as a result of (y) ) if the occurrence of an Event of Default (as hereinafter referred to) or any default by the Borrower in complying with the terms and conditions of this AgreementSupplemental Term Loan Amortization Date occurs thereafter, $1,026,375. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower.

Prepayments. 6.1 No (a) In addition to the required repayment of principal specified in Section 2.05, with respect to each Club Trust, on any day on which the Maximum Available Amount under such Club Trust's Sub-Facility is reduced pursuant to Section 2.04, 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) Other than with respect to any prepayment pursuant to the provisions of paragraph (c) below, each Club Trust may, upon at least three Business Days' notice in the case of any 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 relates, the proposed date and aggregate principal amount of each such prepayment, prepay the Loan(s) under its Club Trust Sub-Facility in whole or ratably in part, and, if such notice is given, the related Club Trust shall prepay the 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 principal amount prepaid; PROVIDED, HOWEVER, that with respect to each Club Trust (i) each partial prepayment shall be in an aggregate principal amount not less than $250,000, (ii) any prepayment of any LIBO Rate Portion of any Club Trust's Loan(s) under its Club Trust Sub-Facility shall be 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 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 (fifteen) 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 Loans outstanding under such Club Trust Sub-Facility shall be made) on reduced by such terms and conditions as may be stipulated by the Lenderprepayment to zero. 6.2 All sums prepaid will be applied towards reduction (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 Facility Amount outstanding. The Borrower shall be responsible for compensating MLB Trust and the Lender for Facilitating Agent stating the Club Trust with respect to which 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender relates and the Borrower to mutually agree to a rate proposed date and aggregate principal amount of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower.such

Prepayments. 6.1 No prepayment shall be permitted unless (a) Any Borrower 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 prepayment is made 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 or from time to time in part in amounts at least equal to the instructions Borrowing Minimum that are multiples of the Lender in writing upon the receipt from the Borrower of a notice in writing at least 15 (fifteen) Banking Days prior Borrowing Multiple, together with accrued interest thereon to the date of prepayment. (b) In the proposed prepayment (which notice shall specify event and on each occasion that the date, time and place at which any part or full prepayment aggregate amount of the Revolving Credit Exposures exceeds 105% of the aggregate amount of Facility the Commitments, the Borrowers shall be made) on promptly prepay Borrowings in an aggregate amount equal to the amount in excess of such terms and conditions as may be stipulated by the Lender. 6.2 All sums prepaid will be applied towards reduction aggregate amount of the Facility Amount outstandingCommitments, together with accrued interest on the amount prepaid to the date of prepayment. The Borrower Agent shall be responsible for compensating promptly notify (i) 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that Company in the event it determines that any prepayment is required under this paragraph and (ii) each Lender of failure such Lender’s ratable share of the Lender and the Borrower to mutually agree to such prepayment. (c) If prepayment of a rate of interest for a subsequent Interest Period Eurocurrency Loan occurs other than at the end of an applicable Interest Period, then the Borrower 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 mandatorily be applied to prepay ratably the applicable Drawdown Loans of the Lenders included in full without any Prepayment Costs at the end such prepaid Borrowings. (d) Upon receipt of that relevant Interest Period. Section 6.1 a notice of prepayment pursuant to paragraph (a) of this Agreement Section, the Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice shall not apply to such prepayment thereafter be revocable by the Company or the relevant Borrower.

Prepayments. 6.1 No prepayment (a) The Issuer shall be permitted unless such a prepayment is made at prepay the instructions Issuer Loan Obligation solely to the extent that Borrower shall prepay the Borrower Loan, and the Borrower may prepay the Borrower Loan in whole or in part, on any date, in advance of the Lender required Payments set forth in writing upon Section 4.10 hereof, by paying the receipt from outstanding principal amount of the Borrower of a notice in writing at least 15 Loan (fifteen) Banking Days prior or the portion thereof being prepaid), accrued interest to the date prepayment date, and any outstanding and unpaid Additional Payments due under this Loan Agreement; provided, however, that after any partial prepayment, the remaining outstanding principal amount of the proposed prepayment (which notice Loan shall specify the date, time and place at which any part or full prepayment of the amount of Facility shall not 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 outstandingless than $100,000. The Borrower shall be responsible for compensating provide the Lender for any funding, breakage or other costs (“Prepayment Costs”) incurred as a result written notice 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 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 Loan, as applicable, in the inverse order of date due. (b) The Issuer shall prepay the Issuer Loan Obligation solely to the extent that Borrower shall prepay the Borrower Loan in whole or as a result 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 (as hereinafter referred to) or by paying the outstanding principal amount of the Loan, accrued interest to the prepayment date, and any default by the Borrower in complying with the terms outstanding and conditions of unpaid Additional Payments due under this Loan Agreement. 6.3 Provided (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 have prepay the right to prepay 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 end Gross Up Rate to the date of each 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 Period Payments to the applicable Drawdown(sGross-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, or together with all unpaid and accrued interest on the Loan to the Prepayment Date, any Additional Payments then due in part without 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 an extension, provide a written response to the Borrower indicating whether such extension is approved and the new Applicable Loan Rate, Prepayment Date, any Prepayment Costs. 6.4 The Borrower agrees applicable prepayment premiums and undertakes that in the event of an amended Exhibit D. Any failure of the Lender to respond shall be construed as a denial of the request. If such new Applicable Loan Rate and Prepayment Date are not acceptable to the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest PeriodBorrower, the Borrower shall mandatorily prepay the applicable Drawdown Loan on the Prepayment Date. In connection with the extension of the Loan, the Borrower shall cause to be delivered to the Issuer a notice of such extension and the new Applicable Loan Rate, Prepayment Date and amended Exhibit D, and to the Issuer and the Lender an opinion of Special Counsel that such extension will not, in full without 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 shall enter into an amendment to this Loan Agreement to reflect the terms of any extension of the Loan pursuant to this Section. Notwithstanding the foregoing, any extension of the Prepayment Costs at Date pursuant to Section 4.16 hereof shall not be subject to the end of that relevant Interest Period. Section 6.1 conditions of this Agreement shall not apply to such prepayment by the BorrowerSection 4.08(e).

Prepayments. 6.1 No prepayment (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part without premium (but subject to Section 2.10 and except as provided in this Section). (ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or prior to the No-Call Date shall be permitted unless such accompanied by a prepayment is made at fee equal to the instructions 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. (b) When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Loans in the amount 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 in writing upon elections not to accept such prepayment, the receipt from 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) Not fewer than 30 days prior to any payment or prepayment of any principal amount of the Loan Proceeds Note , the Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (e) below, prepay the 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 the Loan Proceeds Note, 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 (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 in writing at least 15 (fifteen) Banking 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 of on which the proposed prepayment (which notice shall specify Administrative Agent is required to notify the date, time and place at which any part or full prepayment Borrower of the amount of Facility 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 madepaid 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 telecopy) of any prepayment hereunder not later than 1:00 p.m., New York City time, two Business Days before the date of prepayment or such terms and conditions lesser period as may be stipulated by acceptable to the Lender. 6.2 All sums Administrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount to be prepaid will be applied towards reduction and, in the case of a mandatory prepayment, a reasonably detailed calculation of the Facility Amount outstanding. The Borrower amount of such prepayment and, in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such prepayment shall be responsible for compensating the Lender for any funding, breakage or other costs (“Prepayment Costs”) incurred as a result applied. Promptly following receipt of any partial or full prepayment such notice, the Administrative Agent shall advise the Lenders of the Facility outstanding, for contents thereof. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.07. If any reason, including but not limited to, such prepayment being pursuant to this Section is 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 default by the Borrower in complying with other than on the terms and conditions last day of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without to any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Periodprepaid Eurodollar Loans, the Borrower shall mandatorily prepay also pay to each Lender (other than any Declining Lender) on the applicable Drawdown in full without date of such prepayment any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply amount owing to such prepayment by the BorrowerLender pursuant to Section 2.10.

Prepayments. 6.1 No prepayment (a) Each Equipment Note shall be permitted unless prepaid in whole or in part by the Owner Trustee on a Rent Payment Date (or, in the circumstance provided in the last sentence of Section 10.3 of the Lease, 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 the event that the Lease as applicable to any Unit or Units related to such Equipment Note is terminated pursuant to Section 10 thereof, at a prepayment is made 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 instructions date of such prepayment (after deducting therefrom the Lender in writing upon the receipt from the Borrower of a notice in writing at least 15 (fifteen) Banking Days principal installment, if any, due on or prior to the date of such prepayment) by a fraction, the proposed prepayment 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, (which notice shall specify ii) as to interest, the date, time aggregate amount of interest accrued and place at which any part or full prepayment unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above on the date of Facility 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) Each Equipment Note shall be made) on such terms and conditions as may be stipulated prepaid in whole or in part by the Lender. 6.2 All sums prepaid will be applied towards reduction of Owner Trustee on a Rent Payment Date upon at least 15 days' prior notice from the Facility Amount outstanding. The Borrower shall be responsible for compensating Owner Trustee (or the Lender for any funding, breakage or other costs (“Prepayment Costs”Lessee on its behalf) incurred as a result of any partial or full prepayment of to 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 Indenture Trustee in connection with the occurrence of an Event of Default (as hereinafter referred toLoss 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) or any default by of the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in fullLease, or in part the event 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 date, 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 Equipment Note as at such prepayment date (after deducting therefrom the principal installment, if any, due on such date) by a fraction, the numerator of which shall be the Equipment Cost of such Unit or Units and the denominator of which shall be the aggregate Equipment Cost of all Units 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 Prepayment CostsMake-Whole Amount. 6.4 The Borrower agrees (c) Unless Lessee shall have elected to assume all of the rights and undertakes obligations of the Owner Trustee under this Indenture in respect of the Equipment Notes, each Equipment Note shall be prepaid in whole by the Owner Trustee on the Business Day specified by Lessee to Owner Trustee and Indenture Trustee in accordance with Section 6.9 of the Participation Agreement, in the event that Lessee exercises the purchase option under Section 6.9 of the Participation Agreement with respect to the Equipment, at (d) 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 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 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. (e) 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 be prepaid in whole but not in part on such Refunding Date, in the event of failure a refunding or refinancing pursuant to Section 10.2 of the Lender 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 Make-Whole Amount, if any. (f) 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. (g) The Indenture Trustee shall give prompt notice of any prepayment of any of the 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 such Equipment Note or Notes to be prepaid and the Borrower to mutually agree to a rate date of interest for a subsequent Interest Period at prepayment, which date shall be not less than 25 days after the end date of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrowernotice.

Prepayments. 6.1 (i) No prepayment of the Loan shall be permitted unless such a prepayment is made at allowed in whole or in part, on or prior to the instructions Lockout Expiration Date other than principal payments required pursuant to Section 2.3. 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 principal balance of the Lender in writing upon Loan evidenced by the receipt from the Borrower Note whether voluntary or involuntary, shall be accompanied by payment of a notice in writing at least 15 (fifteen) Banking Days prior interest accrued to the date of prepayment, together with the proposed applicable Prepayment Premium. Any prepayments made pursuant to the foregoing shall be made on a Payment Date, provided, however, Borrower may elect to make any such prepayments on a Business Day which is not a Payment Date if, in addition to all interest which has accrued to and including the date of prepayment and the Prepayment Premium, Borrower also pays all interest which would accrue on the Loan to, but not including, the Payment Date following the date of prepayment. Amounts prepaid shall not be re-borrowed. (which notice shall specify the dateii) If, time and place at which following an Event of Default, payment of all or any part or full prepayment of the amount of Facility Loan is tendered by Borrower or otherwise recovered by Lender, such tender or recovery shall be made) on such terms and conditions as may be stipulated deemed a voluntary prepayment by the Lender. 6.2 All sums prepaid will be applied towards reduction Borrower in violation of the Facility Amount outstanding. The prohibition against prepayment set forth in Section 2.4(C)(i) and Borrower shall be responsible for compensating pay to Lender, in addition to the Lender for any fundingother Obligations, breakage or other costs (“the Prepayment Costs”) incurred as a result of any partial or full prepayment of Premium. If the Facility outstandingMaturity Date is accelerated, 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 due to an Event of Default (as hereinafter referred to) or otherwise, or if any prepayment of all or any default portion of the Loan hereunder occurs, whether in connection with Lender’s acceleration of the Loan or otherwise, or if the Mortgage is satisfied or released by foreclosure (whether by power of sale or judicial proceeding), deed in lieu of foreclosure or by any other means, then the Borrower in complying with the terms Prepayment Premium shall become immediately due and conditions of this Agreement. 6.3 Provided that the owing and Borrower shall have immediately pay the Prepayment Premium to Lender. Nothing contained in this Section 2.4(C)(iii) shall create any right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costsprepayment. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower.

Prepayments. 6.1 No prepayment (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part without premium (but subject to Section 2.10 and except as provided in this Section). (ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or prior to the No-Call Date shall be permitted unless such accompanied by a prepayment is made at fee equal to the instructions 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. (b) When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Loans in the amount 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 in writing upon elections not to accept such prepayment, the receipt from 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) Not fewer than 30 days prior to any payment or prepayment of any principal amount of the Loan Proceeds Note , the Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (e) below, prepay the 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 the Loan Proceeds Note, 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 (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 in writing at least 15 (fifteen) Banking 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 of on which the proposed prepayment (which notice shall specify Administrative Agent is required to notify the date, time and place at which any part or full prepayment Borrower of the amount of Facility 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 madepaid 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 telecopy) of any prepayment hereunder not later than 1:00 p.m., New York City time, two Business Days before the date of prepayment or such terms and conditions lesser period as may be stipulated by acceptable to the Lender. 6.2 All sums Administrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount to be prepaid will be applied towards reduction and, in the case of a mandatory prepayment, a reasonably detailed calculation of the Facility Amount outstanding. The Borrower shall be responsible for compensating the Lender for any funding, breakage or other costs (“Prepayment Costs”) incurred as a result amount 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in fulland, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event case of failure of the Lender and the Borrower a prepayment pursuant to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower.clause (a) of

Prepayments. 6.1 No prepayment shall (a) The Loans may not be permitted unless such a prepayment is made at voluntarily prepaid during the instructions of Lockout Period. Subject to Section 2.8(c), following the Lender in writing upon the receipt from the Borrower of a notice in writing at least 15 (fifteen) Banking Days prior to the date of the proposed prepayment (which notice shall specify the dateLockout Period, 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 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right right, at any time and from time to time, to prepay at the end 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 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 an aggregate minimum amount of $500,000 and shall include the Yield Maintenance Premium, if applicable, as well as interest accrued on the principal amount prepaid to, but not including, the date of payment in accordance with the terms hereof (or, in each Interest Period case, such lesser amount constituting the applicable Drawdown(s) in full, or in part without any Prepayment Costsamount of all Loans then outstanding). 6.4 The Borrower agrees and undertakes that in (b) Within five (5) Business Days after the event occurrence of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest PeriodBorrowing Base Deficiency, the Borrower shall mandatorily prepay the outstanding principal amount of the Loans in an amount equal to the sum of (x) the aggregate amount necessary to eliminate such Borrowing Base Deficiency plus (y) the Yield Maintenance Premium applicable Drawdown 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 full without the aggregate) in connection with cures of the Borrowing Base Deficiency. (c) Voluntary prepayments of Loans shall be applied first, to reduce any Prepayment Costs outstanding Lender Group Expenses and, second, in such order as the Borrower may direct. The Borrower may prepay the Loans subject to the payment of any accrued interest plus the Yield Maintenance Premium applicable to such prepayment. (d) Notwithstanding anything else contained herein, no Yield Maintenance Premium shall be due on the voluntary prepayment of any Lender’s Loan if, at the end time of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such 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 10.11 or compensate such Lender for any increased costs pursuant to Section 2.11. 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) If a Change of Manager Event occurs, the Borrower will, at the Lenders’ option (as provided by Lenders in writing to Borrower and Agents), prepay the BorrowerLoans, plus accrued interest plus the Yield Maintenance Premium applicable to the principal amount of the Loan prepaid on such prepayment date, if any. (f) If a Change of Control Event occurs, the Borrower will, at the Lenders’ option (as provided by Lenders in writing to Borrower and Agents), prepay the Loans plus accrued interest plus the Yield Maintenance Premium applicable to the principal amount of the Loan prepaid on such prepayment date, if any.

Prepayments. 6.1 No prepayment shall be permitted unless such (a) If, following a prepayment is made at the instructions determination of the Lender Approved Borrowing Base resulting in writing upon the receipt from the Borrower of a notice in writing at least 15 reduction thereof, Consolidated Debt exceeds such reduced Approved Borrowing Base (fifteen) Banking Days prior to any such excess on the date of such determination (solely to the proposed prepayment (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 notice shall specify is six months following the datedate of such determination, time and place at which any part or full prepayment of prepay Loans in an aggregate principal amount equal to the amount of Facility shall be made) such Permitted Shortfall, if any, on such terms and conditions as may be stipulated by date of prepayment. If Consolidated Debt exceeds the Lender. 6.2 All sums prepaid will be applied towards reduction of the Facility Amount outstanding. The Borrower 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 Approved Borrowing Base as a result of the occurrence 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 Event aggregate principal amount equal to the amount, if any, by which Consolidated Debt exceeds the Approved Borrowing Base on such date of Default 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 hereinafter referred toa result of (i) a determination of the Approved Borrowing Base resulting in a reduction thereof or any default by (ii) the Borrower incurrence of MEC Reimbursement Obligations and/or MEC Loans, the Borrowers shall immediately prepay Loans in complying with an aggregate principal amount equal to the terms and conditions amount of this Agreementsuch excess until such excess has been reduced to zero (whether such reduction results from such prepayments, from other reductions in Consolidated Debt or otherwise). 6.3 Provided that (b) The Borrowers may as provided in this subsection at any time and from time to time prepay the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) Loans, in full, whole or in part part, without premium or penalty, upon at least three Business Days' prior written or telecopy notice to the Administrative Agent, specifying the date and amount of prepayment. Prepayments of Loans shall first be applied to ABR Rate Loans to the extent thereof, before prepayment of Eurodollar Loans or CD Rate Loans. Prepayment of any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and Eurodollar Loans or CD Rate Loans may only be made upon the Borrower to mutually agree to a rate last day of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 Upon receipt of this Agreement such notice, the Administrative Agent shall not apply promptly notify each Bank thereof. The payment amount specified in such notice shall be due and payable on the date specified, together with accrued interest to such prepayment by date on the Borroweramount prepaid. Partial optional prepayments of Loans shall be in an 62 30 aggregate principal amount of $5,000,000 or a whole multiple thereof.

Prepayments. 6.1 No prepayment shall be permitted unless such a prepayment is made at Prior to the instructions respective Stated Maturity Date thereof, prepayments of the Lender in writing upon the receipt from the Borrower of a notice in writing at least 15 Loans shall or may be made as set forth below. (fifteena) Banking Days At any time on or prior to the third anniversary of the Effective Date, the Borrower may make no voluntary prepayments of principal or interest under this Agreement, without paying the Lenders all amounts due pursuant to this clause (a) in connection with any voluntary prepayment. With respect to any such prepayment prior to such third anniversary, the Borrower shall in addition, and at such time, pay to each respective Lender of such Loan(s) to be prepaid that amount which is the total amount of interest which would have accrued under Section 3.2.1 upon all such principal amounts being prepaid for that period extending from such prepayment date until such third (3rd) anniversary (assuming such principal being prepaid would be repaid in accordance with the schedule of Target Principal Amortization) discounted at the then prevailing Treasury Note Reference Rate. All prepayments under this clause (a) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (b) At any time following the proposed prepayment third anniversary of the Effective Date, the Borrower may, upon at least five (5) Business Days’ prior written notice (which notice shall specify the datedate and amount of prepayment) to the Agent and Lenders make optional prepayments of Loan(s), time in whole or in part, without premium or penalty, but with accrued and place at which any part or full unpaid interest to the date of such prepayment of on the amount of Facility principal prepaid; provided that each partial prepayment shall be madein a principal amount not less than $1,000,000 and in an integral multiple of $1,000,000. Each such notice shall be irrevocable and shall commit the Borrower to prepay Loan(s) by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such terms notice is conditioned upon the effectiveness of other credit facilities and conditions as funding thereunder, in which case such notice may be stipulated revoked by the LenderBorrower (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. 6.2 All sums prepaid will be applied towards reduction (c) Notwithstanding clauses (a) and (b) of this Section 3.1.1, those payments made pursuant to the application of the Facility Amount outstanding. Waterfall in Section 3.1.2 shall neither be subject to any prepayment penalty nor the limitation on prepayments in clause (b) above. (d) The Borrower shall be responsible for compensating obligated to make such prepayment on the Lender for date it or any funding, breakage or other costs (“Prepayment Costs”) incurred Subsidiary receives cash proceeds as a result of any partial sale 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower.Disposition under

Prepayments. 6.1 No prepayment (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part without premium (but subject to Section 2.10 and except as provided in this Section). (ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or prior to the No-Call Date shall be permitted unless such accompanied by a prepayment is made at fee equal to the instructions Make-Whole Amount, (B) after the No-Call Date and on or prior to the 12-month anniversary of the Lender in writing upon No-Call Date shall be accompanied by a prepayment fee equal to 4.00% of the receipt 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 its terms 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. (xiv) In the event that all or any portion of the Tranche B 2027 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 2027 Term Loans is less than the Weighted Average Yield applicable to such Tranche B 2027 Term Loans on the Thirteenth Amendment Effective Date, any such prepayment, repricing or refinancing that occurs prior to May 29, 2020 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; provided that no such prepayment fee shall be required for prepayments made of Tranche B 2027 Term Loans made with the proceeds of any Term A Term Loans. (b) When the aggregate amount of Excess Proceeds exceeds $200,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Loans in the amount 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 prepayment, 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 the 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) Not fewer than 30 days prior to any payment or prepayment of any principal amount of the Loan Proceeds Note, the Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (e) below, prepay the 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 the Loan Proceeds Note, 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 (ii) the Borrower shall immediately prepay the Loans in writing such amount in accordance with clause (e) below; provided, further, that, subject to Section 6.11(i), if at least 15 any time the principal amount of the Loan Proceeds Note is greater than the aggregate principal amount of the Loans, any Permitted First Lien Indebtedness and any Permitted First Lien Refinancing Indebtedness outstanding at such time, Level 3 LLC (fifteenor any successor obligor under the Loan Proceeds Note) Banking may repay or forgive or waive an amount of the Loan Proceeds Note equal to such excess without complying with this Section 2.05(c). Notwithstanding the foregoing, any amount required to be applied to the Loans pursuant to this Section 2.05(c) 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(c) shall be reduced accordingly. (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 of on which the proposed prepayment (which notice shall specify Administrative Agent is required to notify the date, time and place at which any part or full prepayment Borrower of the amount of Facility 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 madepaid 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 telecopy) of any prepayment hereunder not later than 1:00 p.m., New York City time, two Business Days before the date of prepayment or such terms and conditions lesser period as may be stipulated by acceptable to the Lender. 6.2 All sums Administrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount to be prepaid will be applied towards reduction and, in the case of a mandatory prepayment, a reasonably detailed calculation of the Facility Amount outstanding. The Borrower amount of such prepayment and, in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such prepayment shall be responsible for compensating the Lender for any funding, breakage or other costs (“Prepayment Costs”) incurred as a result applied. Promptly following receipt of any partial or full prepayment such notice, the Administrative Agent shall advise the Lenders of the Facility outstanding, for contents thereof. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.07. If any reason, including but not limited to, such prepayment being pursuant to this Section is 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 default by the Borrower in complying with other than on the terms and conditions last day of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without to any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Periodprepaid Eurodollar Loans, the Borrower shall mandatorily prepay also pay to each Lender (other than any Declining Lender) on the applicable Drawdown in full without date of such prepayment any Prepayment Costs at the end amount owing to such Lender pursuant to Section 2.10. Prepayments of that relevant Interest Period. Section 6.1 Loans (x) pursuant to paragraph (a) of this Agreement Section shall not apply to such prepayment be applied between the Classes of Loans as directed by the Borrower.Borrower (and, (1) 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 Sec

Prepayments. 6.1 No prepayment shall be permitted unless such a prepayment is made The Borrower may at any time and from time to time prepay any Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the instructions of the Lender in writing upon the receipt from the Borrower of a notice in writing at least 15 (fifteen) Banking Administrative Agent no later than 11:00 A.M., New York City time, three Business Days prior to thereto, in the date case of Term Benchmark Loans, and no later than 11:00 A.M., New York City time, one Business Day prior thereto, in the proposed prepayment (case of ABR Loans, which notice shall specify (i) the dateapplicable Tranche, time (ii) the date and place at amount of prepayment and (iii) whether the prepayment is of Term Benchmark Loans or ABR Loans; provided that if a Term Benchmark 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 2.20; provided, further, that a notice of optional prepayment may state that such notice is conditional upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or other transaction, in which case such notice of prepayment may be revoked by the Borrower. Upon receipt of any part or full prepayment such notice the Administrative Agent shall promptly notify each Tranche 1 Lender of its receipt of each such notice in respect of any Tranche 1 Loans, and of the amount of Facility such Tranche 1 Lender’s Applicable Tranche 1 Loan Percentage of such prepayment and will promptly notify each Tranche 2 Lender of its receipt of each such notice in respect of any Tranche 2 Loans, and of the amount of such Tranche 2 Lender’s Applicable Tranche 2 Loan Percentage of such prepayment. If any such notice is given, the amount specified in such notice shall be made) due and payable on the date specified therein, together with accrued interest to such terms and conditions as may be stipulated by date on the Lender. 6.2 All sums prepaid will amount prepaid. Subject to Section 2.25, each such prepayment of Tranche 1 Loans shall be applied towards reduction to the Tranche 1 Loans of the Facility Amount outstanding. The Borrower Tranche 1 Lenders in accordance with their respective Applicable Tranche 1 Loan Percentages and each such prepayment of Tranche 2 Loans shall be responsible for compensating applied to the Lender for any funding, breakage or other costs (“Prepayment Costs”) incurred as a result of any partial or full prepayment Tranche 2 Loans of the Facility outstanding, for any reason, including but not limited to, such prepayment being made at the request Tranche 2 Lenders in accordance with their respective Applicable Tranche 2 Loan Percentages. Partial prepayments of the Borrower Loans shall be in an aggregate principal amount of $1,000,000 or as a result whole multiple of the occurrence of an Event of Default (as hereinafter referred to) or any default by the Borrower $500,000 in complying with the terms and conditions of this Agreementexcess thereof. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower.

Prepayments. 6.1 No prepayment shall be permitted unless such a prepayment is made (a) The Company may, upon at least one Business Day’s notice to the instructions Agent, prepay any ABR Borrowing or Eurodollar Borrowing in whole at any time or from time to time in part in amounts at least equal to the Borrowing Minimum that are multiples of the Lender in writing upon the receipt from the Borrower of a notice in writing at least 15 (fifteen) Banking Days prior Borrowing Multiple, together with accrued interest thereon to the date of prepayment. (b) In the proposed prepayment (which notice shall specify event and on each occasion that the date, time and place at which any part or full prepayment aggregate amount of the Revolving Credit Exposures exceeds the aggregate amount of Facility the Commitments, the Company shall be made) on promptly prepay Borrowings in an aggregate amount equal to the amount in excess of such terms and conditions as may be stipulated by the Lender. 6.2 All sums prepaid will be applied towards reduction aggregate amount of the Facility Amount outstandingCommitments. The Borrower Agent shall be responsible for compensating promptly notify (a) 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that Company in the event it determines that any prepayment is required under this paragraph and (b) each Lender of failure such Lender’s ratable share (if any) of the Lender and the Borrower to mutually agree to such prepayment. (c) If prepayment of a rate of interest for a subsequent Interest Period Eurodollar Loan occurs other than at the end of 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 several Lenders included in such prepaid Borrowings. (d) Upon receipt of a notice of prepayment pursuant to paragraph (a), the Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Company. (e) In addition to any required prepayments of principal set forth in this Section 2.11, a prepayment of Loans shall be made from time to time in an amount equal to 100% of the aggregate commitments or availability in excess of (x) $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 Borrower or any of its Subsidiaries excluding the aggregate commitments or availability under the Credit Agreement dated as of November 26, 2002 between Dover Corporation (Canada) Limited and The Bank of Nova Scotia, as amended. Each payment required by this paragraph (e) shall mandatorily prepay 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 aggregate amount of the Commitments shall be reduced by the amount of the applicable Drawdown Excess Commitment Amount, or the increase in full without any Prepayment Costs at the end Excess Commitment Amount, as the case may be. Any reduction of that relevant Interest Period. Section 6.1 the aggregate amount of this Agreement the Commitments shall not apply be applied to such prepayment by the BorrowerCommitment of each Lender according to its ratable share.

Prepayments. 6.1 No (a) Each Borrower 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 shall be permitted unless such a prepayment is made and (ii) upon at least two Business Days' notice to the instructions Agent for Eurodollar Rate Advances, stating the proposed date and aggregate principal amount of the Lender prepayment, and if such notice is given such Borrower shall, prepay the outstanding principal amount of the Revolving Credit Advances comprising part of the same Revolving Credit Borrowing in writing upon the receipt from the Borrower of a notice whole or ratably in writing at least 15 (fifteen) Banking Days prior part, together with accrued interest to the date of such prepayment on the proposed prepayment (which notice shall specify the dateprincipal amount prepaid and amounts, time and place at which any part or full prepayment of the amount of Facility shall if any, required to be madepaid pursuant Section 8.4(c) 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 shall be responsible for compensating the Lender for any funding, breakage or other costs (“Prepayment Costs”) incurred as a result of such prepayment; provided that each prepayment pursuant to this Section 2.5(a) shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (b) TWC shall ratably repay the Revolving 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 partial or full prepayment date the sum of the Facility outstanding, 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 any reason, including but not limited to, such prepayment being made 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 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 occurrence extent that any amount would be required hereunder to be applied to Revolving Credit Advances owed by any 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 an Event Credit issued at the request of Default such Borrower and, second to be deposited in the ▇▇ ▇▇▇▇ Collateral Account in respect of such Borrower. (as hereinafter referred toe) or any default All amounts received by the Borrower 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 complying with such Security Document, second, to ratably pay the terms principal of and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure interest of the Lender 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 ▇▇ ▇▇▇▇ Collateral Accounts to the Borrower to mutually agree to a rate extent any Letters of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the BorrowerCredit are outstanding.

Prepayments. 6.1 No (a) The applicable Borrower may at any time and from time to time voluntarily prepay Loans in a Minimum Amount after delivering an irrevocable Requisite Notice not later than the 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 shall by a Borrower must be permitted unless made ratably to all outstanding Loans of such a prepayment is Borrower borrowed on the same day. (b) If for any reason either (i) the sum of (A) the aggregate LC Exposure of all Lenders, (B) the aggregate principal amount of all Dollar Loans made at by all Lenders and (C) the instructions Equivalent Amount of the Lender aggregate principal amount of all Foreign Currency Loans made by all Lenders, exceeds the combined Commitments in writing upon effect at any time or (ii) the receipt from the Borrower of a notice in writing at least 15 (fifteen) Banking Days prior to the date Equivalent Amount of the proposed prepayment (which notice shall specify the date, time and place at which any part or full prepayment of the aggregate principal amount of Facility shall be made) on such terms and conditions as may be stipulated all Foreign Currency Loans made by the Lender. 6.2 All sums prepaid will be applied towards reduction of Lenders exceeds the Facility Amount outstanding. The Borrower shall be responsible for compensating the Lender for any fundingForeign Currency Limit, 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 then upon written request of the Borrower Administrative Agent the Company shall immediately prepay or as a result of the occurrence cause one or more Foreign Borrowers to immediately prepay Loans sufficient to cure such overage. (c) Any prepayment of an Event of Default (as hereinafter referred to) or any default IBOR Loan shall be accompanied by the Borrower in complying all accrued interest thereon, together with the terms and conditions of this Agreementcosts set forth in Section 3.05. 6.3 Provided that (d) The Company or the Borrower shall have the right Guarantor may from time to time elect to prepay at pursuant to the end Company Guaranty all or part of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Foreign Currency Loan of a Foreign Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the BorrowerCompany or the Guarantor shall be made in the manner and subject to the terms that a prepayment would be made by the Foreign Borrower under this Agreement.

Prepayments. 6.1 No prepayment The Borrower shall be permitted unless have no right to prepay any principal amount of any Loans other than as follows: (a) The Borrower may (and shall provide notice thereof to the Administrative Agent not later than 10:00 a.m. (New York City time) on the date of prepayment, and the Administrative Agent shall promptly distribute copies thereof to the Lenders), and if such a prepayment notice is given, the Borrower shall, prepay the outstanding principal amounts of Loans made at the instructions as part of the Lender same Borrowing, in writing upon the receipt from the Borrower of a notice whole or ratably in writing at least 15 part, together with (fifteeni) Banking Days prior accrued interest to the date of such prepayment on the proposed principal amount prepaid and (ii) in the case of Eurodollar Rate Loans, any amount payable to the Lenders pursuant to Section 4.04(b); provided, however, that (a) each partial prepayment (which notice shall specify the date, time and place at which any part or full prepayment of the be in an aggregate principal amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the Borrower shall not prepay any Facility shall be made) on such terms B Loans unless and conditions as may be stipulated by the Lenderuntil all Facility A Loans have been prepaid in full in cash. 6.2 All sums prepaid will be applied towards (b) On the date of any termination or optional or mandatory reduction of the Facility Amount outstanding. The Borrower 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right A Revolving Commitments pursuant to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest PeriodSection 2.03, the Borrower shall mandatorily pay or prepay the applicable Drawdown principal outstanding on the Facility A Revolving Loans in full without any Prepayment Costs at in cash in an amount equal to the end excess of that relevant Interest Period. Section 6.1 (i) the sum of this Agreement shall not apply the aggregate principal amount of the Facility A Revolving Loans outstanding (after giving effect to all Extensions of Credit to be made on such date and the 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 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 this subsection (b) shall be applied to outstanding ABR Loans up to the Borrowerfull amount thereof before they are applied to outstanding Eurodollar Rate Loans.

Prepayments. 6.1 No prepayment (a) If for any reason (i) if outstanding Revolving Loan and L/C Credit Extensions exceed the Aggregate Revolving Commitments, and/or (ii) if the Total Outstandings exceed the Borrowing Base, the Borrowers shall be permitted unless immediately prepay the Revolving 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) 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) in an amount equal to the Net Cash Proceeds received by a prepayment is made at the instructions of the Lender in writing upon the receipt from the Borrower Loan Party on account of a notice Prepayment Event. (d) Upon the expiration of any Letter of Credit, or any reduction in writing at least 15 (fifteen) 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 any Letter of Credit, the Borrowers shall be made) on such terms and conditions as may be stipulated immediately prepay the Loans then outstanding with the cash collateral held by the Lender. 6.2 All sums prepaid will be applied towards reduction applicable L/C Issuer on account of such Letter of Credit in an amount equal to (i) in the case of the Facility Amount outstanding. The Borrower shall be responsible for compensating expiration of such Letter of Credit, the Lender for any fundingaggregate 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, breakage or other costs and (“Prepayment Costs”ii) incurred as a result in the case of any partial or full prepayment reduction in the amount of such Letter of Credit, (A) the Facility outstanding, for any reason, including but not limited to, such prepayment being made at the request aggregate amount of the Borrower or as a result of the occurrence of an Event of Default (as hereinafter referred to) or any default Cash Collateral held by the Borrower in complying with the terms and conditions applicable L/C Issuer on account of this Agreement. 6.3 Provided that the Borrower shall have the right such Letter of Credit prior to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply giving effect to such prepayment minus (B) the amount of cash collateral required to Cash Collateralize the aggregate undrawn amount available to be drawn on such Letter of Credit, after giving effect to the reduction thereof, in accordance with Section 2.03(f). (e) Prepayments made pursuant to Sections 2.04(b), (c) and (d) above, first, shall be applied ratably to the outstanding Revolving Loans; second, shall be 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 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 the BorrowerBorrowers 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. 6.1 No prepayment (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part without premium (but subject to Section 2.10 and except as provided in this Section). (ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or prior to the No-Call Date shall be permitted unless such accompanied by a prepayment is made at fee equal to the instructions 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. (b) When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Loans in the amount 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 in writing upon elections not to accept such prepayment, the receipt from 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) Not fewer than 30 days prior to any payment or prepayment of any principal amount of the Loan Proceeds Note, the Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (e) below, prepay the 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 the Loan Proceeds Note, 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 (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 in writing at least 15 (fifteen) Banking 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 of on which the proposed prepayment (which notice shall specify Administrative Agent is required to notify the date, time and place at which any part or full prepayment Borrower of the amount of Facility 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 madepaid 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 telecopy) of any prepayment hereunder not later than 1:00 p.m., New York City time, two Business Days before the date of prepayment or such terms and conditions lesser period as may be stipulated by acceptable to the Lender. 6.2 All sums Administrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount to be prepaid will be applied towards reduction and, in the case of a mandatory prepayment, a reasonably detailed calculation of the Facility Amount outstanding. The Borrower shall be responsible for compensating the Lender for any funding, breakage or other costs (“Prepayment Costs”) incurred as a result amount 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 default by the Borrower in complying with the terms and conditions of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in fulland, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event case of failure of the Lender and the Borrower a prepayment pursuant to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower.clause (a) of

Prepayments. 6.1 No prepayment (a) The Borrowers shall be permitted unless such a prepayment is made have no right to prepay the principal amount of any Term Loan, Revolving Credit Loan or any Swing Loan other than as provided in this Section 2.7. (b) The Borrowers may at any time prepay the instructions outstanding principal amount of the Lender Swing Loans in writing 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 the receipt from the Borrower of a notice in writing at least 15 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 (fifteen) Banking Days prior together with accrued interest to the date of such prepayment) or ratably in part. Upon the proposed prepayment 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 each such prepayment. (iii) The Borrowers shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Loans (to the extent applicable, comprising part of the same Borrowing) and Swing Loans equal to the amount by which notice (A) (I) the sum of the aggregate principal amount of Revolving 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 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 Term Loans in an amount equal to the amount of such Net Cash Proceeds. To the extent such Net Cash Proceeds are in excess of the Borrowers' Obligations in respect of the Term Loan, the Borrowers shall specify use such excess to prepay outstanding fees and interest owed in respect of Revolving Credit Loans, then the date, time and place at which any part or full 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 Swing Loans outstanding, 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 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 2.7(c); provided, however, that at any time the only condition not met is the condition specified in clause (B), then such funds shall be applied to fund the L/C Cash Collateral Account. (d) All immediately 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 outstanding fees and interest owed in respect of Swing Loans, next to the principal amount of Facility 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 any 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 Default shall have occurred and be continuing, then such funds in the Concentration Account, the Blocked Account and the Investment Account shall be madeused to cash collateralize the Letter of Credit Obligations, and thereafter, the Borrowers shall direct the disposition of such remaining funds. (e) on such terms and conditions as may be stipulated All proceeds of Collateral (other than the Term Priority Collateral) received by the Lender. 6.2 All sums prepaid will Secured Parties after the giving of notice to the Borrowers pursuant to clause (i) or (ii) of the first sentence of Section 8.2 shall be applied towards reduction 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 respect of Swing Loans, next to the principal amount of the Facility Amount outstanding. The Borrower shall be responsible for compensating Swing Loans, next to the Lender for any funding, breakage or other costs (“Prepayment Costs”) incurred as a result of any partial or full prepayment outstanding fees and interest owed in respect of the Facility outstandingRevolving Credit Loans, for any reason, including but not limited to, such prepayment being made at next to the request principal amount of the Borrower 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 a result more fully described in Section 5 of the occurrence of an Event of Default (as hereinafter referred to) or any default by the Borrower in complying with the terms and conditions of this Cash Collateral Account Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply to such prepayment by the Borrower.

Prepayments. 6.1 No (a) Borrower may prepay without premium or penalty and in whole or in part (but, if in part, 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 shall to be permitted unless such a prepayment is made at by the instructions payment of the Lender in writing upon the receipt from the Borrower of a notice in writing at least 15 (fifteen) Banking Days prior principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of the proposed prepayment (which notice shall specify the dateEurodollar Loans, 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 shall be responsible for compensating the Lender for any funding, breakage or other costs (“Prepayment Costs”) incurred amounts owing under Section 2.11 hereof 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 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 prepaid before the request of the Borrower or as a result of the occurrence of an Event of Default (as hereinafter referred to) or any default by the Borrower in complying with Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again. 6.3 Provided that (b) If the aggregate amount of outstanding Loans and L/C Obligations shall at any time for any reason exceed the Commitments then in effect or the amount of L/C Obligations at any time outstanding attributable to Marketing Subsidiary Letters of Credit exceeds the Marketing Subsidiary Sublimit, Borrower shall, immediately and without notice or demand, pay the amount of such excess to the Administrative Agent for the ratable benefit of the Banks as a prepayment of the Loans and, if necessary, a prefunding of Letters of Credit. Immediately upon determining the need to make any such prepayment Borrower shall have notify the right to prepay at the end Administrative Agent of each Interest Period the applicable Drawdown(s) in full, or in part without any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Period, the Borrower shall mandatorily prepay the applicable Drawdown in full without any Prepayment Costs at the end of that relevant Interest Periodsuch required prepayment. Section 6.1 of this Agreement shall not apply to Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the BorrowerLoans prepaid and shall be subject to Section 2.11.

Prepayments. 6.1 No prepayment (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part without premium (but subject to Section 2.10 and except as provided in this Section). (ii) All voluntary prepayments of Tranche B Term Loans pursuant to this paragraph (a) (A) on or prior to the No-Call Date shall be permitted unless such accompanied by a prepayment is made at fee equal to the instructions 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. (b) When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Borrower shall within 15 days notify the Administrative Agent thereof and prepay the Loans in the amount 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 in writing upon elections not to accept such prepayment, the receipt from 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) Not fewer than 30 days prior to any payment or prepayment of any principal amount of the Loan Proceeds Note , the Borrower shall notify the Administrative Agent thereof and shall, on the date of such payment or prepayment, subject to paragraph (e) below, prepay the 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 the Loan Proceeds Note, 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 (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 in writing at least 15 (fifteen) Banking 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 of on which the proposed prepayment (which notice shall specify Administrative Agent is required to notify the date, time and place at which any part or full prepayment Borrower of the amount of Facility 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 madepaid 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 telecopy) of any prepayment hereunder not later than 1:00 p.m., New York City time, two Business Days before the date of prepayment or such terms and conditions lesser period as may be stipulated by acceptable to the Lender. 6.2 All sums Administrative Agent. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount to be prepaid will be applied towards reduction and, in the case of a mandatory prepayment, a reasonably detailed calculation of the Facility Amount outstanding. The Borrower amount of such prepayment and, in the case of a prepayment pursuant to clause (a) of this Section, the Class or Classes to which such prepayment shall be responsible for compensating the Lender for any funding, breakage or other costs (“Prepayment Costs”) incurred as a result applied. Promptly following receipt of any partial or full prepayment such notice, the Administrative Agent shall advise the Lenders of the Facility outstanding, for contents thereof. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.07. If any reason, including but not limited to, such prepayment being pursuant to this Section is 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 default by the Borrower in complying with other than on the terms and conditions last day of this Agreement. 6.3 Provided that the Borrower shall have the right to prepay at the end of each Interest Period the applicable Drawdown(s) in full, or in part without to any Prepayment Costs. 6.4 The Borrower agrees and undertakes that in the event of failure of the Lender and the Borrower to mutually agree to a rate of interest for a subsequent Interest Period at the end of an Interest Periodprepaid Eurodollar Loans, the Borrower shall mandatorily prepay also pay to each Lender (other than any Declining Lender) on the applicable Drawdown in full without date of such prepayment any Prepayment Costs at the end of that relevant Interest Period. Section 6.1 of this Agreement shall not apply amount owing to such prepayment by the BorrowerLender pursuant to Section 2.10.