Notwithstanding anything to the contrary contained in this Agreement (including [Section 2.05(a)], Section 2.12(a) or Section 2.13), the Borrower shall have the right at any time and from time to time to prepay the Term Loans at a discount to the par value of the applicable Term Loan and on a non pro rata basis (each a “Discounted Optional Prepayment”); provided that

Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13[[Borrower:Organization]] or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay Term Loans to the Lenders thereof at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.05(e[[Borrower:Organization]]; provided that # no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, # any Discounted Voluntary Prepayment hereunder must be offered to all relevant Term Lenders on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis, # no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, # no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and # the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower # stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(e[[Borrower:Organization]] has been satisfied and # specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment.

Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13[[Borrower:Organization]] or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay Term Loans to the Lenders thereof at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.05(e[[Borrower:Organization]];

Notwithstanding anything to the contrary contained in this Agreement (including [Section 2.05(a)], [Section 2.12(a)] or [Section 2.13]), the Borrower shall have the right at any time and from time to time to prepay the Term Loans at a discount to the par value of the applicable Term Loan and on a non pro rata basis (each a “Discounted Optional Prepayment”); provided that

Value. For purposes of this Policy, “Value” means # with respect to any awards of Restricted Stock or RSUs the product of # the Fair Market Value of one share of Common Stock on the grant date of such award, and # the aggregate number of shares of Restricted Stock or number of shares subject to or issuable pursuant to the RSUs, and # with respect to any option, the Black-Scholes option valuation methodology, or such other methodology the Board or Compensation Committee may determine prior to the grant of an award becoming effective, on the grant date of such award.

Value. For purposes of this Policy, “Value” means with respect to # any award of stock options the grant date fair value of the option (i.e., Black-Scholes value) determined in accordance with the reasonable assumptions and methodologies employed by the Company for calculating the fair value of options under Accounting Standards Codification 718

Value. For purposes of this policy, “Value” means with respect to any award of stock options the grant date fair value of the option (i.e., Black-Scholes Value) determined in accordance with the reasonable assumptions and methodologies employed by the Company for calculating the fair value of options under ASC 718.

Value. Each Cash-Based Award shall specify a payment amount or payment range as determined by the Administrator.

Value. For purposes of this Policy, “Value” means, the grant date fair value of the Initial Grant or Annual Grant, as determined using the same methodology the Board or Compensation Committee uses to determine the grant date fair value of equity awards to the Company’s executive officers (the “Methodology”). Pursuant to the Methodology, the value of an RSU shall be determined by using the average closing price of the Company’s common stock over a period of time prior to the date of grant not to exceed 120 days, with such period of time to be determined by the Board or Compensation Committee, and the value of an NSO shall be determined by using a ratio of NSOs to RSUs, with such ratio to be determined by the Board or Compensation Committee, not to exceed 4:1.

Value. For purposes of this Policy, “Value” means the grant date fair value (determined in accordance with U.S. generally accepted accounting principles), or such other methodology the Board may determine prior to the grant of the Initial Option or Annual Option becoming effective, as applicable.