Common use of Voluntary Prepayment Clause in Contracts

Voluntary Prepayment. The Borrower: (a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loan; provided that: (i) all such voluntary prepayments shall require (x) for prepayments on or after the Disbursement Date made prior to the Actual Delivery Date in respect of the advance made on the Disbursement Date, at least two (2) Business Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agree), if all or any portion of the prepayment is to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for the Loan, four (4) Business Days') prior written notice, in each case to the Facility Agent; and (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or in the remaining amount of the Loan) and shall be applied in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunder.

Voluntary Prepayment. The Borrower: (a) may, from time to time Borrower may voluntarily prepay the Loan in whole or in part on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loan; provided that: (i) all such voluntary except that no prepayments shall require (x) for prepayments on or after be permitted during the Disbursement Date made prior to the Actual Delivery Date last two Business Days in any Interest Accrual Period unless such prepayment is accompanied by interest in respect of the advance made next succeeding Interest Accrual Period as set forth in the next sentence. Each such prepayment shall be accompanied by (i) the amount of interest theretofore accrued but unpaid in respect of the principal amount so prepaid; plus (ii) the amount of interest which would have accrued on the Disbursement Dateprincipal amount so prepaid had it remained outstanding through the end of the Interest Accrual Period in which such prepayment is made (plus, at least in the case of a prepayment on one of the last two (2) Business Days' prior written notice Days during an Interest Accrual Period, the amount of interest which would have accrued on the principal amount so prepaid had it remained outstanding through the end of the Interest Accrual Period following the Interest Accrual Period in which such prepayment is made); and for avoidance of doubt, no interest shall be payable in respect of the amount so prepaid after payment of the amounts set forth herein on the date of such prepayment. In addition, if such prepayment is made during the Spread Maintenance Period, such prepayment shall be accompanied by the applicable Spread Maintenance Amount. Notwithstanding anything to the Facility Agentcontrary herein, and (yx) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agree), if simultaneously with any voluntary prepayment of all or any portion of the Mezzanine Loan Principal Indebtedness (excluding any prepayment made pursuant to Section 2.5), Borrower shall make a prepayment hereunder in the amount necessary so that the Principal Indebtedness and the Mezzanine Loan Principal Indebtedness immediately after such prepayments are in the same proportion as they were immediately prior to such prepayments and (y) Borrower shall not be permitted to make a voluntary prepayment of the Loan hereunder unless simultaneously therewith a prepayment of each Mezzanine Loan shall also be made in the amount necessary so that the Principal Indebtedness and the Mezzanine Loan Principal Indebtedness immediately after such prepayment are in the same proportion as they were immediately prior to such prepayments. In the event that Borrower makes a prepayment of the Loan in accordance with the provisions of this Agreement on a Business Day that falls from and including the second to last day in an Interest Accrual Period to but excluding the first succeeding Interest Determination Date immediately following such Payment Date (each such period, an “Assumed Note Rate Period”), it may be impossible for Borrower and Lender to calculate with certainty the interest that would have accrued at the applicable interest rate on the amount then prepaid through the end of the Interest Accrual Period whose LIBOR is determined on such Interest Determination Date. Accordingly, in the event that any portion of the Loan is prepaid during an Assumed Note Rate Period, the interest that would have accrued on such prepaid amount at the applicable Interest Rate through the end of such Interest Accrual Period shall be estimated based on an interest rate (the “Assumed Note Rate”) equal to the sum of (i) LIBOR calculated in accordance with the definition of “LIBOR” herein, but assuming that the Interest Determination Date used in such definition is the date that is two Business Days prior to the date on which such prepayment is made, plus (ii) the applicable Spread, plus (iii) 1.00% (the amount of interest prepaid based on the foregoing calculation, the “Assumed Note Rate Payment”). Thereafter, on the Interest Determination Date for the applicable Interest Accrual Period, Lender shall determine LIBOR with respect to such Interest Accrual Period in accordance with the definition of “LIBOR” herein. If it is determined by Lender that LIBOR as so determined for the applicable Interest Accrual Period plus the applicable Spread is less than the Assumed Note Rate, Lender shall promptly refund to Borrower, without interest, an amount equal to the difference between (x) the Assumed Note Rate Payment and (y) the amount of interest which would have been payable on the prepaid amount based on LIBOR as determined on the Interest Determination Date. Alternatively, in the event that it is determined that LIBOR as determined on the Interest Determination Date plus the Spread is greater than the Assumed Note Rate, Borrowers shall pay to Lender, without additional interest or other late charges or penalties on the Payment Date that falls during such Interest Accrual Period an amount equal to the difference between (x) the amount of interest which would have been payable on the prepaid amount based on LIBOR as determined on the Interest Determination Date and (y) the Assumed Note Rate Payment. (b) As a condition to any voluntary prepayment, Borrower shall give Lender written notice (a “Prepayment Notice”) of its intent to prepay, which notice must be given at least five Business Days and not more than 60 days prior to the Business Day upon which prepayment is to be applied in prepayment of made and must specify the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if Day on which such prepayment is to be made and the amount of such prepayment. If any such notice is given, then, subject to the immediately succeeding sentence, the amount specified in such notice will be due and payable on the last day date specified therein. Notwithstanding the foregoing, if no Event of an Interest Period Default is then continuing, such Prepayment Notice may be rescinded or amended by written notice to Lender (for example, to adjourn the Loan, four (4) Business Days') prior written notice, in each case to prepayment date or the Facility Agent; and (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or such prepayment) without the need to once again comply with the Prepayment Notice time period requirements set forth in the remaining amount first sentence of the Loan) and shall be applied in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalmentsthis Section 2.1(b); provided, however, no such amendment shall result in Lender having fewer than two Business Days advance notice of the newly proposed prepayment date, and any such newly proposed prepayment date shall not be more than 30 days after the prepayment date specified in the original Prepayment Notice, and provided further that Borrower shall compensate Lender for any and all Damages incurred by Lender and/or its agents resulting from such prepayment rescission. (c) If the Note has been bifurcated into multiple Note Components pursuant to Section 1.3(c), all voluntary prepayments of the Loan pursuant to this Section 2.1 shall be applied between to the FEC Tranche A Loan and the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs Note Components on a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall be applied pro rata against basis (Aas distinguished from sequentially) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata in proportion to each FEC Lender's respective FEC Tranche B Commitment thereundertheir then-outstanding principal balance.

Voluntary Prepayment. The Borrower: (a) mayBorrower shall have the right, from time at its option, upon 30 days’ prior written notice to time on any Business DayLender, make a voluntary prepayment, to prepay the Loan in whole or in partpart at any time, provided that Mortgage Borrower shall make a simultaneous and pro-rata prepayment of the outstanding principal Mortgage Loan, with the result that the ratio of the Principal Indebtedness to the Mortgage Loan Principal Indebtedness remains unchanged. Each such prepayment shall be accompanied by (i) the amount of interest that would have been earned on the Loan during the Interest Accrual Period relating to the applicable Payment Date (if prepaid on a Payment Date) or the succeeding Payment Date (if prepaid on any date other than a Payment Date) had the prepayment not occurred and (ii) except as otherwise provided herein, the Spread Maintenance Premium if such prepayment occurs during the Spread Maintenance Period. Following any such prepayment, Borrower may release or transfer, free and clear of the Lien of the Loan Documents, a portion of the notional amount of the Loan; provided that: (i) all such voluntary prepayments shall require (x) for prepayments on or after the Disbursement Date made prior Interest Rate Cap Agreement equal to the Actual Delivery Date in respect amount of such prepayment. Borrower’s notice of prepayment shall create an obligation of Borrower to prepay the advance made on the Disbursement DateLoan as set forth therein, at least two (2) Business Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders but may agree), if all or any portion of the prepayment is to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least rescinded with five (5) Business Days' ’ written notice to Lender (orof the original or extended date, if but subject to payment of any reasonable out-of-pocket costs and expenses resulting from such prepayment rescission) or extended by up to thirty (30) days by written notice to Lender delivered no less five (5) Business Days prior to the intended prepayment. (b) If the Note has been bifurcated into multiple Note Components pursuant to Section 1.1(c), so long as no Event of Default is then continuing, all prepayments of the Loan shall be applied to be made on the last day Note Components pro rata. During the continuance of an Interest Period for the LoanEvent of Default, four (4) Business Days') prior written notice, in each case to the Facility Agent; and (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or in the remaining amount any prepayment of the Loan) and Loan shall be applied in forward such order as Lender shall determine in its sole discretion. (c) If the Debt Yield is less than the applicable Debt Yield Threshold as of maturitythe Test Period immediately prior to the Extension Term, inverse order Borrower shall be permitted to (but not obligated to) prepay a portion of maturity the Loan (and Mortgage Borrower shall make a simultaneous pro rata prepayment of the Mortgage Loan) in the aggregate amount required to cause the Debt Yield to equal or ratably at exceed the Borrower's option against Debt Yield Threshold, which prepayment shall be accompanied by interest on the remaining instalmentsprincipal amount so prepaid through (x) prior to a Securitization, the date such prepayment is made and (y) after a Securitization, the end of the Interest Accrual Period in which such prepayment is made; provided, however, that none of the Mortgage Loan Future Funding Component shall be used to prepay the Mortgage Loan or Mezzanine Loan. (d) Borrower shall be permitted to (but not obligated to) prepay a portion of the Loan (and Mortgage Borrower shall make a simultaneous pro rata prepayment of the Mortgage Loan) in the aggregate amount necessary to increase the Debt Yield to avoid the commencement of a Cash Flow Sweep Period or, if there is an ongoing Cash Flow Sweep Period, to cause the termination of such Cash Flow Sweep Period, which prepayment shall be applied between accompanied by interest on the FEC Tranche A principal amount so prepaid through (x) prior to a Securitization, the date such prepayment is made and (y) after a Securitization, the end of the Interest Accrual Period in which such prepayment is made; provided, however, that none of the Mortgage Loan Future Funding Component shall be used to prepay the Mortgage Loan or Mezzanine Loan. So long no Event of Default is then continuing, Borrower shall have the right (but not the obligation) to direct Lender to use funds in the Cash Flow Sweep Reserve Account, if any, to prepay the Loan and make a simultaneous pro rata prepayment of the FEC Tranche B Mortgage Loan as the Borrower may direct, provided that in the event aggregate amount necessary to increase the Borrower directs Debt Yield to avoid the commencement of a partial prepayment Cash Flow Sweep Period or, if there is an ongoing Cash Flow Sweep Period, to be applied against cause the FEC Tranche B Loan termination of such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunderCash Flow Sweep Period.

Voluntary Prepayment. The Borrower: Except for required principal amortization pursuant to Section 2.5, Borrower may not prepay all or any part of the principal balance of the Loan until January 1, 2002; provided, that prior to January 1, 2002 the entire then-remaining balance of the Loan may be prepaid in whole, but not in part, upon not less than ten (a10) maydays prior notice in the event, from time but only in the event, that substantially all of the assets of, or stock and partnership interests in, Holdings and (directly, or indirectly through the transfer of ownership of Holdings) Borrower are sold to time a Person (or affiliated group of Persons) not currently affiliated with Holdings and Borrower in a single, bona fide, arms-length transaction, provided that such prepayment is accompanied by the payment of (1) all interest accrued but unpaid on any Business Daythe Loan, make a voluntary (2) all Breakage Costs, if any, with respect to such prepayment, as determined by Lender, (3) the Additional Fee and all other sums due hereunder or under the other Loan Documents through the date of such prepayment, and (4) an additional yield maintenance payment in an amount equal to the interest which would have accrued and become payable on the Loan (had the Loan not been prepaid) covering the period commencing on the date of such prepayment through January 1, 2002 (assuming all Monthly Amortization Amounts had been paid when due during the course of such period, but assuming no other prepayments of the Loan occurred) at a rate of interest equal to the weighted average Applicable Interest Rate from the initial funding of the Loan to the date of such prepayment. On or after January 1, 2002, provided no Event of Default exists, the principal balance of the Note may be prepaid in whole or in part, of the outstanding principal amount of the Loan; provided that: that (i) all written irrevocable notice of such voluntary prepayments shall require prepayment specifying the intended date of prepayment is received by Lender not more than sixty (x60) for prepayments on or after the Disbursement Date made days and not less than ten (10) days prior to the Actual Delivery Date in respect date of the advance made such prepayment, (ii) such prepayment must be accompanied by all interest accrued but unpaid on the Disbursement DateLoan, at least two (2iii) Business Days' prior written notice such prepayment must also be accompanied by all Breakage Costs, if any, with respect to the Facility Agentsuch prepayment, as determined by Lender, and (yiv) for such prepayment must also be accompanied by the Additional Fee and all other prepaymentssums due hereunder or under the other Loan Documents through the date of such prepayment. Notwithstanding anything to the contrary herein or in the Note, at least thirty (30any notice of prepayment pursuant to this Section 2.7(a) calendar days' prior written notice (or such shorter period as shall be irrevocable and the Majority Lenders may agree), if all or any portion principal balance of the Note specified for prepayment is to in such notice shall be applied absolutely and unconditionally due and payable on the date specified in such notice, unless (i) Borrower revokes such notice of prepayment of the FEC Tranche A Loan, or otherwise in writing at least five (5) Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for the Loan, four (4) Business Days') days prior written notice, in each case to the Facility Agent; and date designated as the prepayment date in such notice of prepayment, and (ii) pays all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or in the remaining amount of the Loan) and shall be applied in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereundercosts and expenses incurred related to such prospective prepayment.

Voluntary Prepayment. The Borrower: Provided no Event of Default has occurred and is continuing, the Borrower may upon not less than three (a3) mayBusiness Days’ prior written notice (which may be conditional until the actual prepayment of the Loans) to the Facility Agent and the Security Trustee, from time to time on any Business Day, make a voluntary prepayment, voluntarily prepay the Loans in whole or in partpart (but if in part in an amount not less than $1,000,000 or such lesser amount as shall equal the entire outstanding principal amount of the Notes); provided, that for so long as such prepayment notice remains conditional, the Lenders shall not break their funding in respect of the relevant Loans until the actual prepayment of such Loans. Any prepayment under this paragraph (b) shall be made by paying to the Security Trustee for the benefit of the Lender Group, an amount equal to the sum of (i) the outstanding principal amount of the Loan designated in such notice, (ii) all interest accrued and unpaid on the amount specified in clause (i), (iii) Prepayment Fee, if any, (iv) Breakage Costs, if any (net of Swap Breakage Gain, if any), and (v) all other amounts, if any, then due and payable to the Lenders under the Basic Agreements or under the applicable Notes as of the date of prepayment but otherwise without any prepayment penalty. In the event that a prepayment notice remains conditional on the date that the Lenders would have otherwise broken their funding for the relevant Loan, the Lenders shall provide Borrower with an estimate of their Breakage Costs based on the proposed date of prepayment, which amount shall be deposited by the Borrower with the Security Trustee on behalf of the Lender Group on or prior to the date of prepayment, with any shortfall or excess (including any differential resulting from the breaking of funds on or about the date of prepayment instead of any earlier period required by the Swap Form or LIBOR market practice) to be paid by Borrower (in the case of a shortfall) or by the applicable Lenders (in the case of any excess) no later than three (3) Business Days following the prepayment date. Any partial prepayment pursuant to this paragraph (b) shall be applied to remaining repayment installments of the outstanding principal amount of the Loan; provided that: (i) all such voluntary prepayments shall require (x) for prepayments on or after the Disbursement Date made prior to the Actual Delivery Date in respect of the advance made on the Disbursement Date, at least two (2) Business Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agree), if all or any portion of the prepayment is to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for the Loan, four (4) Business Days') prior written notice, in each case to the Facility Agent; and (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or Loan in the remaining amount of the Loan) and shall be applied in forward inverse order of maturity. For the avoidance of doubt, inverse order of maturity or ratably at any amounts voluntarily prepaid by the Borrower pursuant to this Section 2.4(b)(i) will not be available for re-drawing by the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunder.

Voluntary Prepayment. The Borrower: Borrowers at their option, by giving to the Lender an irrevocable notice of prepayment no later than three (a3) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loan; provided that: (i) all such voluntary prepayments shall require (x) for prepayments on or after the Disbursement Date made Days prior to the Actual Delivery Date in respect date of the advance made on the Disbursement Date, at least two (2) Business Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice prepayment (or such shorter period as the Majority Lenders Borrowers and Lender may agree)) which date of prepayment shall occur on a Payment Date, if may prepay, without penalty, all or any portion of the prepayment Advances outstanding under any Project Mortgage in a minimum amount of Fifty Thousand Dollars (Cdn. $50,000) (or such lesser amount as is to outstanding under such Project Mortgage or as the Borrowers and the Lender may agree), together with all accrued and unpaid interest thereon. Prepayment under any one Project Mortgage may be applied made not more than once in prepayment any calendar month, unless otherwise agreed by the Borrowers and the Lender. Notwithstanding the joint and several liability of the FEC Tranche A LoanBorrowers to the Lender under the Mortgage Documents, or otherwise at least five the Lender shall apply any prepayment by a Borrower in the following order: (5a) Business Days' firstly, against the accrued and unpaid interest on Advances made to the paying Borrower under the relevant Project Mortgage which has not yet been capitalized; (orb) secondly, if such prepayment is against all outstanding principal amount of Advances made to be the paying Borrower under the relevant Project Mortgage; (c) thirdly, against accrued and unpaid interest on all other Advances made pursuant to all other Project Mortgages which have not yet been capitalized (proportionately based on the last day aggregate amount of an Interest Period for such unpaid interest under all other Project Mortgages); (d) fourthly, against the Loan, four outstanding principal amount of all Advances made under all other Project Mortgages (4) Business Days') prior written notice, in each case to proportionately based on the Facility Agentaggregate principal amount outstanding under all other Project Mortgages); and (iie) all fifthly, return of any excess to the paying Borrower. Any amounts which are prepaid pursuant to this Section 2.10 in respect of a Project Mortgage may not be reborrowed under such voluntary partial prepayments shall Project Mortgage but may be reborrowed under another Project Mortgage in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or in accordance with the remaining amount provisions of the Loan) and shall be applied in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan Commitment Agreement and the FEC Tranche B Loan as Project Mortgage. Such repaid amount shall form part of the Borrower may direct, provided that in undrawn Mortgage Commitment of the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunder.

Voluntary Prepayment. The Borrower: (a) maySubject to the following sentence, from time Borrower shall have the right, at its option, upon not less than 30 days’ prior written notice to time on any Business DayLender, make a voluntary prepayment, to prepay the Loan in whole or in part, of the outstanding principal amount of the Loan; provided that: (i) all part at any time. Simultaneously with any such voluntary prepayments shall require (x) for prepayments on or after the Disbursement Date prepayment made prior to the Actual Delivery Date Par Prepayment Date, Borrower shall pay to Lender the applicable Prepayment Fee; provided, however, that notwithstanding anything to the contrary contained herein or in any other Loan Document, no Prepayment Fee shall be payable with respect to any of the following prepayments, regardless of whether the same are made prior to the Par Prepayment Date: (i) the first $18,000,000 of the Principal Indebtedness prepaid, whether the same is prepaid pursuant to this Section 2.1 or otherwise (including any prepayments made pursuant to the following clause (ii)), (ii) any prepayments of Loss Proceeds pursuant to Section 5.16(f) and (iii) any prepayment of the Loan made pursuant to Section 1.4(f) or Section 5.4. Each such prepayment shall be accompanied by the amount of interest theretofore accrued but unpaid in respect of the advance made principal amount so prepaid, plus the amount of interest that would have accrued on the Disbursement Date, at least two principal amount so prepaid had it remained outstanding through the end of the Interest Accrual Period in which such prepayment is made (2) Business Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agree)and, if all or any portion of the prepayment is to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if Loan has been Securitized and such prepayment is to made during the last two Business Days in any Interest Accrual Period, such prepayment shall also be made accompanied by the amount of additional interest that would have accrued on the last day principal amount so prepaid had it remained outstanding through the end of an the following Interest Period for Accrual Period). Following any such prepayment, Borrower may release or transfer, free and clear of the LoanLien of the Loan Documents, four (4) Business Days') prior written notice, in each case to a portion of the Facility Agent; and (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or in the remaining notional amount of the Loan) and shall be applied in forward order Interest Rate Cap Agreement equal to the amount of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such prepayment. Any partial prepayment shall be applied to the last payments of principal due under the Loan. Borrower’s notice of prepayment shall create an obligation of Borrower to prepay the Loan as set forth therein, but may be rescinded with five days’ written notice to Lender (subject to payment of any reasonable out-of-pocket costs and expenses resulting from such rescission). If the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), except as otherwise provided in the last sentence of Section 1.1(c), all prepayments of the Loan shall be applied to the Note Components on a pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunderbasis.

Voluntary Prepayment. 4.3.1 The Borrower:Borrower may voluntarily prepay one or more of the Loans at any time PROVIDED that:- (a) may, the Agent shall have received from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loan; provided that: Borrower not less than seven (i) all such voluntary prepayments shall require (x) for prepayments on or after the Disbursement Date made prior to the Actual Delivery Date in respect of the advance made on the Disbursement Date, at least two (27) Business Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or which once given shall be irrevocable) of its intention to make such shorter period as prepayment specifying the Majority Lenders may agree), if all or any portion of the date on which such prepayment is to be applied made; (b) any such prepayment shall be made in Dollars; and (c) the Borrower shall pay to the Agent (i) the unpaid principal balance of each relevant Loan being prepaid, (ii) all interest on each relevant Loan being prepaid which has accrued to the date of actual prepayment and is unpaid and (iii) the Make-Whole Amount and (iv) Expenses (if any) in respect of each relevant Loan being prepaid as certified in writing by the Agent (which certificate shall be conclusive save for manifest error) providing reasonable details of the FEC Tranche A Loan, or otherwise at least five computation of such Make-Whole Amount made in accordance with the provisions of Clause 4.3.2 and of the Expenses (5if any); and the Agent shall no later than six (6) Business Days' (or, if Days prior to the date on which such prepayment is to be made on the last day of an Interest Period for the Loan, four (4) Business Days') prior written notice, in inform each case to the Facility Agent; and (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or in the remaining amount of the Loan) and shall be applied in forward order Lead Managers of maturity, inverse order its receipt of maturity or ratably at the Borrower's option against notice of prepayment. 4.3.2 On the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan as request in writing of the Borrower for a conclusive determination of the Make-Whole Amount in respect of a ten (10) Business Day period in which any prepayment under this Clause 4.3 (Voluntary Prepayment), or Clauses 4.4 (Prepayment following a Total Loss), 4.5 (Prepayment on Final Disposition), 4.6 (Prepayment on a Sub-Borrower Sale), 4.8 (Prepayment if not Leased) or 4.9 (Prepayment if Post-Delivery Modifications not Completed Within Post-Delivery Modification Period) may directbe made by the Borrower, provided that in the event Agent shall, within ten (10) Business Days of such request, provide the Borrower directs with a partial prepayment to be applied against certificate of its conclusive determination of the FEC Tranche B Loan such partial prepayment shall be applied pro rata against Make-Whole Amount (Aconsistent with paragraphs (x) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (Cy) of the Former Hermes Commitment, with such prepayment then being applied pro rata definition of Make-Whole Amount and subject to each FEC Lender's respective FEC Tranche B Commitment thereunderany necessary rate adjustment referred to below in this Clause 4.

Voluntary Prepayment. The Borrower: (a) may, from time The Company has notified the Lenders that it may wish to time on any Business Day, make a further voluntary prepayment, in whole or in part, prepayments of the outstanding Term Loans (each, a “Second Voluntary Prepayment”) during the period commencing on the date hereof and ending on December 31st , 2008 (the “Prepayment Period”) pursuant to the procedures described in this Section 3.1 (the transactions described in this Section 3.1, collectively, the “Second Voluntary Prepayment Transaction”). In connection with any Second Voluntary Prepayment, the Company will notify the Lenders of Term Loans (the “Prepayment Notice”) that the Company desires to prepay Term Loans with proceeds in an aggregate amount specified by the Company (which amount shall be not less than $10,000,000 in each of the Second Voluntary Prepayments (or such lesser amount as remains in the case of the last Second Voluntary Prepayment under clause (i) in the proviso hereof)) (each, a “Prepayment Amount”) at a discount (which is expected to be within a range to be specified by the Company with respect to each Second Voluntary Prepayment; the “Discount”) equal to a percentage of par of the principal amount of the LoanTerm Loans; provided that: that (i) the aggregate Prepayment Amounts for all such voluntary prepayments Second Voluntary Prepayments undertaken by the Company during the Prepayment Period shall require not exceed $200,000,000 less the aggregate Prepayment Amount for all Voluntary Prepayments made under the First Amendment and (xii) no proceeds of Revolving Credit Loans shall be used to finance a Second Voluntary Prepayment. (b) In connection with a Second Voluntary Prepayment, the Company will allow each Lender of Term Loans to specify a discount to par (the “Acceptable Discount”) for prepayments a principal amount (subject to rounding requirements specified by the Administrative Agent) of Term Loans at which such Lender is willing to permit such Second Voluntary Prepayment. Based on the Acceptable Discounts and principal amounts of Term Loans specified by Lenders, the Administrative Agent, in consultation with the Company, will determine the applicable discount (the “Applicable Discount”) for the Second Voluntary Prepayment which will be the lower of (i) the lowest Acceptable Discount at which the Company can complete the Second Voluntary Prepayment for the Prepayment Amount and (ii) the highest Acceptable Discount specified by the Lenders that is within the range for the Discount specified by the Company. The Company shall prepay Term Loans (or after the Disbursement Date made prior respective portions thereof) offered by Lenders at the Acceptable Discounts specified by each such Lender that are equal to or less than the Applicable Discount (“Qualifying Term Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay Qualifying Term Loans (disregarding any interest payable under Section 3.1(c)) would exceed the Prepayment Amount for such Second Voluntary Prepayment, the Company shall prepay such Qualifying Term Loans at the Applicable Discount ratably based on the respective principal amounts of such Qualifying Term Loans (subject to rounding requirements specified by the Administrative Agent). (c) All Term Loans prepaid by the Company pursuant to this Section 3.1 shall be accompanied by payment of accrued and unpaid interest on the par principal amount so prepaid to, but not including, the date of prepayment. (d) The par principal amount of Term Loans prepaid pursuant to this Section 3.1 shall be applied to reduce the remaining installments of the respective Term Loans in indirect order of maturity. (e) Each Second Voluntary Prepayment shall be consummated pursuant to procedures (including as to timing, rounding and minimum amounts, Type and Interest Periods of accepted Loans, irrevocability of Prepayment Notice and other notices by the Company and Lenders and determination of Applicable Discount) established by the Administrative Agent acting in its sole discretion. (f) The Lenders hereby consent to the Actual Delivery Date transactions described in this Section 3.1 and waive the requirements of any provision of the Credit Agreement (including, without limitation, Sections 8.5, 8.18 and 16.7) that might otherwise result in a Default or Event of Default as a result of the Second Voluntary Prepayment Transaction. The Lenders further acknowledge that following a Second Voluntary Prepayment, principal, interest and any related payments in respect of the advance made on the Disbursement Date, at least two (2) Business Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders applicable Term Loans may agree), if all or any portion of the prepayment is to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if such prepayment is to be made on a non-pro rata basis among the last day applicable Lenders to reflect subsequent amortization of an Interest the then outstanding Term Loans. (g) This Amendment shall neither (i) require the Company to undertake any Second Voluntary Prepayment during the Prepayment Period for the Loan, four (4) Business Days') prior written notice, in each case to the Facility Agent; and nor (ii) all such limit or restrict the Company from making voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or in the remaining amount of the Loan) and shall be applied Loans in forward order accordance with the provisions of maturity, inverse order of maturity or ratably at the Borrower's option against Credit Agreement as in effect prior to the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan Amendment Effective Date (as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitmentdefined below), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunder.

Voluntary Prepayment. The Borrower: On or about the Second Amendment Effective Date, Borrower made a prepayment to Bank in an amount equal to Twenty Million Dollars (a$20,000,000) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount balance of the LoanTerm Loan Advance as of such date. On or about April 1, 2022, Borrower made a prepayment to Bank in an amount equal to Two Million Dollars ($2,000,000) of the outstanding principal balance of the Term Loan Advance on such date. On or prior to the earlier to occur of (A) the Third Amendment Effective Date or (B) the date on which Bank, at Borrower’s request, issues a cash secured Letter of Credit with Centennial Valley Properties I, LLC as the beneficiary securing Borrower’s obligations under the Lease Agreement, Borrower shall prepay an additional One Million Dollars ($1,000,000) of the outstanding principal balance of the Term Loan Advance as of such date (the “Third Amendment Prepayment”); provided that: (i) all such voluntary prepayments , for the avoidance of doubt, no Prepayment Fee shall require (x) for prepayments on apply to the Third Amendment Prepayment. On or after the Disbursement Date made prior to the Actual Delivery Date in respect 2022 Prepayment Date, Borrower shall prepay an additional Two Million Dollars ($2,000,000) of the advance made on outstanding principal balance of the Disbursement DateTerm Loan Advance as of such date (the “2022 Prepayment”); provided that, at least two for the avoidance of doubt, no Prepayment Fee shall apply to the 2022 Prepayment. At any time, Borrower shall have the option to prepay all, but not less than all, of the remaining outstanding principal balance of the Term Loan Advance, provided Borrower (2A) Business Days' prior delivers written notice to Bank of its election to prepay the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agree), if all or any portion remaining outstanding principal balance of the prepayment is to be applied in prepayment of the FEC Tranche A Loan, or otherwise Term Loan Advance at least five (5) Business Days' (orDays prior to such prepayment, if such prepayment is to be made on the last day of an Interest Period for the Loan, four (4) Business Days') prior written notice, in each case to the Facility Agent; and (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or in the remaining amount of the Loan) and shall be applied in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) pays, on the Seventh Amendment Upsize Commitment date of such prepayment (w) all remaining outstanding principal due hereunder with respect to the Term Loan Advance, plus accrued and unpaid interest thereon, (x) the Prepayment Fee, if applicable, (y) the Final Payment, and (Cz) all other sums, if any, that shall have become due and payable hereunder with respect to the Former Hermes CommitmentTerm Loan Advance, including interest at the Default Rate with such prepayment then being applied pro rata respect to each FEC Lender's respective FEC Tranche B Commitment thereunderany past due amounts.”

Voluntary Prepayment. The Borrower: (a) may, The Borrower shall have the right at any time and from time to time on to prepay any Business Day, make a voluntary prepaymentBorrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of the outstanding principal amount of the Loan; provided that: Eurodollar Loans, or written or fax notice (ior telephone notice promptly confirmed by written or fax notice) all such voluntary prepayments shall require (x) for prepayments on or after the Disbursement Date made at least one Business Day prior to the Actual Delivery Date date of prepayment in respect the case of the advance made on the Disbursement DateABR Loans, at least two (2) Business Days' prior written notice to the Facility Agent, and Administrative Agent before 12:00 (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agreenoon), if all or any portion of the prepayment is to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for the Loan, four (4) Business Days') prior written notice, in each case to the Facility Agent; and (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or in the remaining amount of the Loan) and shall be applied in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalmentsNew York City time; provided, however, that such each partial prepayment (but not a prepayment in full) shall be applied between in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (b) Voluntary prepayments of Term Loans shall be allocated pro rata to the FEC Tranche A Loan First Out Term Loans then outstanding and the FEC Tranche B Loan as the Borrower may direct, Last Out Term Loans then outstanding; provided that in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment (i) voluntary prepayments of First Out Term Loans shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment)to all Classes of First Out Term Loans then outstanding, (B) the Seventh Amendment Upsize Commitment and (Cb) the Former Hermes Commitment, with such prepayment then being voluntary prepayments of Last Out Term Loans shall be applied pro rata to all Classes of Last Out Term Loans then outstanding; provided, further, that any such prepayments shall be applied to each FEC Lender's respective FEC Tranche B Commitment thereundersuch Class of First Out Term Loans or Last Out Term Loans, as the case may be, as directed by the Borrower against the remaining scheduled installments of principal due in respect of each such Class, so long as the Borrower directs such prepayments to be applied to each Class in the same manner (by way of illustration, if such prepayments are applied pro rata to the remaining amortization payments of the First Out Term Loans, they shall also be applied pro rata to the remaining amortization payments of the Last Out Term Loans). (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Sections 2.16 and 2.25 but shall otherwise be without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Voluntary Prepayment. The Borrower: (a) Borrower may, at its option, prepay the Debt in full or in part at any time and from time to time on time; provided, that, (A) no Event of Default is continuing as of the date of the applicable prepayment (other than for any Business Day, make prepayment in connection with a voluntary Default Release or the prepayment of the Debt in full in accordance with Section 2.7(c) hereof); (B) Borrower gives Lender not less than ten (10) days’ prior written notice (which notice shall be revocable and subject to modification) (a “Prepayment Notice”) of the amount of the Loan that Borrower intends to prepay and the intended date of prepayment; (C) intentionally omitted; and (D) Borrower pays Lender, in whole or in part, of addition to the outstanding principal amount of the Loan; provided that: (i) all such voluntary prepayments shall require Loan to be prepaid, (x) for prepayments all interest which would have accrued on or after the Disbursement Date made prior to the Actual Delivery Date in respect amount of the advance made on the Disbursement Date, at least two (2) Business Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agree), if all or any portion of the prepayment is Debt to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if such prepayment is to be made on prepaid through and including the last day of an the Interest Accrual Period for during which such prepayment occurs (all such interest payable under this clause (x), the Loan, four “Additional Interest”); (4) Business Days') prior written notice, in each case to the Facility Agent; andy) (iiI) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 other sums due and a multiple of $1,000,000 payable under this Agreement, the Note, and the other Loan Documents (or in the remaining amount of the Loanif any) and shall be applied (II) all of Lender’s reasonable, out-of-pocket costs and expenses (including reasonable actually incurred attorneys’ fees and disbursements) actually incurred by ▇▇▇▇▇▇ in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, connection with such prepayment or in connection with a rescinded or extended Prepayment Notice; and (z) if such prepayment occurs prior to the Open Prepayment Date, any Yield Maintenance Premium then being applied pro due and payable. Notwithstanding anything to the contrary contained in this Section 2.7(a), Borrower may rescind a Prepayment Notice upon delivery of written notice to Lender on or prior to the date specified for prepayment in the Prepayment Notice; provided Borrower shall be responsible for the reasonable, out-of-pocket costs and expenses actually incurred by Lender in connection with the rescission of such Prepayment Notice, including any reasonable actually incurred attorneys’ fees. Unless an Event of Default has occurred and is continuing, concurrently with any voluntary prepayment made pursuant to this Section 2.7(a), a simultaneous pro-rata prepayment of the Mortgage Loan and Mezzanine A Loan shall be made and Borrower shall provide Lender evidence reasonably satisfactory to each FEC Lender's respective FEC Tranche B Commitment thereunderLender of such prepayment of the Mortgage Loan and Mezzanine A Loan.

Voluntary Prepayment. The Borrower: (a) may, Loan may be prepaid at any time and from time to time on any Business Daytime, make a voluntary prepaymentat the sole discretion of the Borrower, in whole full or in partpart ("Voluntary Prepayment"), of subject to all the outstanding principal amount of the Loan; provided thatfollowing terms: (i) all such voluntary prepayments shall require (x) for prepayments on or after the Disbursement Date made prior to the Actual Delivery Date in respect of the advance made on the Disbursement Date, at least two (2) Business Days' Borrower granted Lender a 30 day prior written notice ("Prepayment Notice") regarding its decision to make an early Prepayment, partial or full, of the Facility Agent, Loan and the exact amount of such Voluntary Prepayment (y"Voluntary Prepayment Amount") for all other prepayments, at least and prepayment date which will be not less than thirty (30) day after the date on which the Prepayment Notice was actually given to the Lender ("Voluntary Prepayment Date"); (ii) The Borrower may make a Voluntary Prepayment once in every three calendar days' prior written notice month (or such shorter period as the Majority Lenders may agree), if all or any portion The Voluntary Prepayment Amount of the prepayment is to each early repayment will not be applied in prepayment of the FEC Tranche A Loan, or otherwise at least less than five (5) Business Days' million dollars). (oriii) The Voluntary Prepayment Amount will repay the Loan according to the following order: (1) The balance of the Voluntary Prepayment Amount, if such prepayment any, will be paid on account of the full amount of Default Interest that the Lender is required to pay (if at all); (2) The balance of the Voluntary Prepayment Amount, if any, will be made paid on account of the amount of accrued Interest that the Lender is required to pay on the last day outstanding balance of an Interest Period for the principal of the Loan until the Voluntary Prepayment Date (Calculated based on actual number of days between the payment dates and divided by 360); (3) The balance of the Voluntary Prepayment Amount, if any, will be paid on account of the balance of the principal of the Loan; (iv) In case of a partial prepayment of the Loan, four (4) Business Days') prior written notice, in the remaining Installments shall be recalculated so that each case of the remaining Installments shall be equal to the Facility Agent; and (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount unpaid balance of $10,000,000 and a multiple of $1,000,000 (or in the remaining amount principal of the Loan, divided by the number of remaining Installments. (v) For example,(assuming that payments are on December 31 and June 30 of each calendar year commencing December 31, 2024), if on January 31, 2030 (after making eleven (11) installments), the Borrower gives a Prepayment Notice according to which he will make a Voluntary Prepayment on March 31, 2030 in the amount of ten million (10,000,000) Dollars (and assuming that up to that date all payments on account of the Loan have been paid on time), then: (1) One million and eight hundred thirty five thousand and six hundred and twenty five (1,835,625)3 Dollars will be paid on account of the interest payment accrued from January 1, 2030 and until March 31, 2030; (2) the remaining eight million and one hundred sixty four thousand and three hundred seventy five (8,164,375) Dollars will be paid on account of the balance of the Loan principal; (3) accordingly, the principal of the Loan shall be applied decreased to fifty nine million and three hundred thirty five thousand and six hundred twenty five (59,335,625) Dollars, which will be paid in forward order nine (9) equal semi-annual payments of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan six million and the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall be applied pro rata against five hundred ninety two thousand and eight hundred forty seven (A6,592,847) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunderDollars each.

Voluntary Prepayment. The Borrower: (a) maySubject to the concurrent payment of the Applicable Premium, the Borrower may at any time and from time to time on prepay any Business Day, make a voluntary prepaymentBorrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of the outstanding principal amount of the Loan; provided that: Eurodollar Loans, or written or fax notice (ior telephone notice promptly confirmed by written or fax notice) all such voluntary prepayments shall require (x) for prepayments on or after the Disbursement Date made at least one Business Day prior to the Actual Delivery Date date of prepayment in respect the case of the advance made on the Disbursement DateABR Loans, at least two (2) Business Days' prior written notice to the Facility Agent, and Administrative Agent before 12:00 (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agreenoon), if all or any portion of the prepayment is to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for the Loan, four (4) Business Days') prior written notice, in each case to the Facility Agent; and (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or in the remaining amount of the Loan) and shall be applied in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalmentsNew York City time; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (b) Voluntary prepayments of Loans under Section 2.12(a) shall be applied pro rata in direct order of maturity against the remaining scheduled installments of principal due in respect of the Loans under Section 2.11. (Ac) Each notice of prepayment under Section 2.12(a) shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice by written notice to the Administrative Agent no later than 12:00 (noon), New York City time, on the date of prepayment and/or extend the prepayment date by not more than five Business Days; provided further, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other incurrences or issuance of Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to 12:00 (noon), New York City time, on the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.12 (including with respect to any revocation or extension) shall be subject to Section 2.16. All prepayments under this Section 2.12 shall be accompanied by (i) the FEC Tranche B Loan (concurrent payment of the accrued and unpaid interest on the principal amount to be prepaid to but excluding the Seventh Amendment Upsize Commitment date of payment and the Former Hermes Commitment), (Bii) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunderApplicable Premium.

Voluntary Prepayment. The Borrower: (a) may, At any time and from time to time on any Business Daytime, make a voluntary prepaymentthe Borrower shall have the right to prepay the Committed Loans, in whole or in part, without premium or penalty (except as provided in clause (iii) below), upon written notice to the Agent given not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each intended prepayment of LIBOR Committed Loans and one (1) Business Day prior to each intended prepayment of Base Rate Loans, PROVIDED that (i) each partial prepayment shall be in an aggregate principal amount of not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, (ii) no partial prepayment of LIBOR Committed Loans made pursuant to any single Committed Borrowing shall reduce the aggregate outstanding principal amount of the Loan; provided that: (i) all remaining LIBOR Committed Loans under such voluntary prepayments shall require (x) for prepayments on Committed Borrowing to less than $3,000,000 or after the Disbursement Date made prior to the Actual Delivery Date any greater amount not an integral multiple of $1,000,000 in respect of the advance made on the Disbursement Date, at least two (2) Business Days' prior written notice to the Facility Agentexcess thereof, and (yiii) for unless made together with all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agree), if all or any portion of the prepayment is amounts required under SECTION 2.19 to be applied in paid as a consequence of such prepayment, a prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if such prepayment is to a LIBOR Committed Loan may be made only on the last day of an the Interest Period for applicable thereto. Each such notice shall specify the Loan, four proposed date of such prepayment and the aggregate principal amount and the Types of the Committed Loans to be prepaid (4) Business Days') prior written noticeand, in each the case of LIBOR Committed Loans, the specific Committed Borrowing or Borrowings pursuant to the Facility Agent; and (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or in the remaining amount of the Loanwhich made) and shall be applied in forward order irrevocable and shall bind the Borrower to make such prepayment on the terms specified therein. Promptly upon receipt of maturitysuch notice, inverse order the Agent shall provide the Lenders a copy thereof. Amounts prepaid pursuant to this subsection (a) may be reborrowed, subject to the terms and conditions of maturity or ratably at this Agreement. (b) The Borrower shall have the Borrower's option against right to prepay the remaining instalments; providedBid Loans on a date other than the last day of the Interest Period applicable thereto, however, provided that any such prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment made together with all amounts required under SECTION 2.19 to be applied against the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunderpaid as a consequence thereof.

Voluntary Prepayment. The Borrower: (a) The Borrower may, from time to time on any Business Dayday following the date falling 365 days from the Utilisation Date, make a voluntary prepayment, in prepay the whole or any part of the Loan but, if in part, of being an amount that reduces the outstanding principal Loan by a minimum amount of the Loan; USD1,000,000, provided that: (i) all such the Borrower gives the Lender not less than five Business Days’ prior written notice and pays the Lender the Three Month Interest Amount (calculated on the amount to be prepaid) on the date of the voluntary prepayments shall require prepayment of the whole or any part of the Loan; or (xii) the Borrower gives the Lender not less than three Months’ prior written notice and pays the Lender the Break Costs on the date of the voluntary prepayment of the whole or any part of the Loan, provided that if the relevant date of prepayment pursuant to this subparagraph (ii) above occurs during an Interest Period, an amount equal to the interest which has already been prepaid by the Borrower to the Lender under Clause ‎8.2 (Payment of Interest) for prepayments on or after the Disbursement Date made prior period from such date of prepayment to (and excluding) the last day of such Interest Period shall be deducted from the prepayment amount under this Clause 7.4 (Voluntary Prepayment) and any amount by which such deduction exceeds the Break Costs payable shall be refunded to the Actual Delivery Date Borrower by the Lender on the date of such prepayment. (b) If any voluntary prepayment is made in respect connection with curing any Collateral Trigger: (i) the Borrower may prepay the whole or any part of the advance made on the Disbursement Date, Loan at least two any time (2) without having first given not less than five Business Days' ’ or Three Months’ prior written notice to the Facility Agent, Lender under paragraphs (a)(i) and (yii) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agreeabove), if all or any portion of the prepayment is to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for the Loan, four (4) Business Days') prior written notice, in each case to the Facility Agent; and (ii) all the Borrower shall pay the Lender the Three Month Interest Amount on the date of such voluntary partial prepayments prepayment. (c) No Break Costs shall be payable in an aggregate minimum amount connection with any voluntary prepayment in connection with paragraph (a)(i) or (b) of $10,000,000 and a multiple of $1,000,000 (or in the remaining amount of the Loan) and shall be applied in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunderthis Clause 7.4.

Voluntary Prepayment. The Borrower: (a) Tranche A Revolving Facility The Obligors' Agent may, from time by giving to time on any the Facility Agent not less than 10 Business DayDays' prior notice to that effect, make a voluntary prepayment, in prepay the whole or in part, any part (being a minimum amount of DM1,000,000) of the outstanding principal amount Tranche A Advance whereupon any such amounts so received by the Facility Agent shall be distributed pro rata among the Additional Banks in the proportion of the Loan; provided that:their participation in such Advance. (b) Tranche B Revolving Facility (i) Provided that all such voluntary prepayments shall require (x) for prepayments on Advances under the Tranche A Revolving Facility have been prepaid or after repaid in full, the Disbursement Date made prior to the Actual Delivery Date in respect of the advance made on the Disbursement Date, at least two (2) Business Days' prior written notice Obligor's Agent may by giving to the Facility AgentAgent not less than 10 Business Days prior notice to that effect, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as prepay the Majority Lenders may agree), if all whole or any portion part (being a minimum amount of DM1,000,000) of the prepayment is to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if B Advance whereupon any such prepayment is to be made on the last day of an Interest Period for the Loan, four (4) Business Days') prior written notice, in each case to amounts so received by the Facility Agent; andAgent shall be distributed pro rata among the Original Banks in the proportion of their participation in such Advance. (ii) all such voluntary partial prepayments shall be To the extent that an Original Bank does not have any participations in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or in any Advances outstanding under the remaining amount of the Loan) and shall be applied in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan Revolving Facility, the Obligors hereby confirm that any amounts prepaid under Clause (b)(i) above may be held by the Facility Agent on behalf of such Original Bank as the Borrower may direct, provided that in the event the Borrower directs cash collateral against a partial prepayment Standby L/C to be applied against the FEC liabilities of such Original Bank following a demand under such Standby L/C or otherwise until any Standby L/Cs due to expire so expire without the Banks party to such Standby L/Cs being required to make any (or any further) payment thereunder. Notwithstanding anything to the contrary in this Agreement, any amounts prepaid under this Agreement shall not be available to be reborrowed and the Revolving Tranche A Facility Available Amount and the Revolving Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment Facility Available Amount and the Former Hermes Commitment)Total Commitments shall, as appropriate, be reduced and cancelled by the amount of such prepayment. 3. Delete Clause 19.5(b)(xi) of the Credit Agreement and renumber (Bxii) of that Clause accordingly. 4. Replace Schedule 1 of the Seventh Amendment Upsize Commitment Credit Agreement with the following: "SCHEDULE 1 THE BORROWERS Name Jurisdiction Of Incorporation ---- ----------------------------- Raleigh Industries Limited England And Wales The Derby Cycle Corporation Limited (formerly England and Wales Sturmey-▇▇▇▇▇▇ Limited) Derby Holding (CDeutschland) the Former Hermes CommitmentGmbH Germany Koninklijke Gazelle B.V. Netherlands Raleigh Industries of Canada Limited Canada Raleigh Europe B.V. Netherlands Raleigh B.V. Netherlands ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Bike Parts GmbH Germany ▇▇▇▇▇▇-▇▇▇▇▇▇▇ GmbH Germany Derby Holding Limited England and Wales Raleigh Fahrrader GmbH Germany Derby Cycle Werke GmbH Germany Raleigh International Limited England and Wales Curragh Finance Company Ireland Raleigh Ireland Limited Ireland Derby Holding BV Netherlands" THE COMPANY ----------- THE DERBY CYCLE CORPORATION By: THE BORROWERS ------------- RALEIGH INDUSTRIES LIMITED By: THE DERBY CYCLE CORPORATION LIMITED By: DERBY HOLDING (DEUTSCHLAND) GMBH By: KONINKLIJKE GAZELLE BV By: RALEIGH INDUSTRIES OF CANADA LIMITED By: RALEIGH EUROPE B.V. By: RALEIGH B.V. By: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ BIKE PARTS GMBH By: ▇▇▇▇▇▇-▇▇▇▇▇▇▇ GMBH By: DERBY HOLDING LIMITED By: RALEIGH FAHRRADER GMBH By: DERBY CYCLE WERKE GMBH By: RALEIGH INTERNATIONAL LIMITED By: CURRAGH FINANCE COMPANY By: RALEIGH IRELAND LIMITED By: DERBY HOLDING BV By: THE GUARANTORS -------------- DERBY HOLDING LIMITED By: RALEIGH INDUSTRIES LIMITED By: RALEIGH INTERNATIONAL LIMITED By: DERBY CYCLE CORPORATION LIMITED By: RALEIGH INDUSTRIES OF CANADA LIMITED By: THE DERBY CYCLE CORPORATION By: RALEIGH BV By: RALEIGH EUROPE BV By: KONINKLIJKE GAZELLE BV By: DERBY NEDERLAND BV By: DERBY HOLDING BV By: LYON INVESTMENTS BV By: DERBY HOLDING (DEUTSCHLAND) GMBH By: RALEIGH FAHRRADER GMBH By: NW SPORTGERATE GMBH By: DERBY CYCLE WERKE GMBH By: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ BIKE PARTS GMBH By: UNIVEGA WORLDWIDE LICENCE GMBH By: UNIVEGA BETEILIGUNGEN GMBH By: UNIVEGA BIKES & SPORTS EUROPE GMBH (formerly MS SPORT VERTRIEBS GMBH) By: DERBY FAHRRADER GMBH By: DERBY WS VERMOGENSWERWALTUNGS GMBH By: ▇▇▇▇▇▇-▇▇▇▇▇▇▇ GMBH By: CURRAGH FINANCE COMPANY By: RALEIGH IRELAND LIMITED By: TRIUMPH CYCLE CO. LIMITED By: ▇▇▇▇▇▇▇▇.▇▇▇, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunder.INC. By: DERBY SWEDEN AB By: RALEIGH (SERVICES) LIMITED By: THE BRITISH CYCLE CORPORATION By: BSA CYCLES LIMITED By: THE ARRANGER ------------

Voluntary Prepayment. (a) The BorrowerBorrower shall have the right at any time, on not less than 20 Business Days’ prior notice to EDC to prepay on any Interest Payment Date all or any part of the principal amount of the Senior Loans then outstanding; provided that: (a1) may, from the Borrower shall pay to EDC at the same time all accrued interest and other amounts payable on the principal amount of the EDC Loan to time on any Business Day, make a voluntary be prepaid and all other amounts due hereunder in respect of such prepayment, including without limitation any unwinding costs, which may arise as provided under Section 3.14; and (2) in whole or the case of a partial prepayment: (i) the USD Equivalent Amount of such prepayment shall be not less than $10,000,000 (and integral multiples of $5,000,000); (ii) the amount of such prepayment shall be applied and allocated as follows: (A) first to outstanding repayment instalments of the EBRD B Loan, in partinverse order of maturity, of until such time as the outstanding principal amount of the Loan; provided that:EBRD B Loan is reduced to zero (0), and (iB) all such voluntary prepayments shall require (x) for prepayments second, to the outstanding repayment instalments of the EBRD A Loan, EDC Loan and the NIB Loan on or after a pro rata basis in proportion to the Disbursement Date made respective principal amounts outstanding immediately prior to such prepayments under the Actual Delivery Date EBRD A Loan, the EDC Loan and the NIB Loan, in respect inverse order of the advance made on the Disbursement Datematurity, provided that EDC at least two (2) its sole discretion upon 10 Business Days' prior ’ written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders Borrower may agree), if all or any portion of the prepayment is to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if require that such prepayment is be allocated and applied instead between the EDC Loan and the Senior Loans provided by any other Senior Lender(s) that delivered a similar notice to the Borrower with a copy to EDC within such 10 Business Day period, such allocation to be made on a pro rata basis based on the last day of an Interest Period for principal amounts outstanding under the Loan, four (4) Business Days') EDC Loan and such other Senior Loans immediately prior written noticeto such prepayment, in each case to the Facility Agent; and (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or in the remaining amount of the Loan) and shall be applied in forward inverse order of maturity, inverse order of maturity or ratably at . If EDC delivers such notice to the Borrower's option against , the remaining instalments; provided, however, that prepayment charge payable pursuant to Section 3.10(b) in respect of such prepayment shall be applied payable at the rate identified in Section 3.10(b)(ii) of the EBRD Loan Agreement. (3) Any such notice of prepayment by the Borrower shall be irrevocable and binding on the Borrower and, upon delivery of such notice, the Borrower shall be obligated to prepay the EDC Loan in accordance with the terms thereof. (b) The Borrower shall pay to EDC on the date of prepayment of the EDC Loan under this Section 3.10 an administration charge equal to, (A) one per cent (1.0%) of the principal amount of the EDC Loan to be prepaid, if the prepayment occurs on or before 31 December 2004, or (B) one half of one percent (0.5%) of the principal amount of the EDC Loan to be prepaid, if the prepayment occurs after 31 December 2004 but on or before 31 December 2005; or (C) one eighth of one percent (0.125%) of the principal amount of the EDC Loan to be prepaid if the prepayment occurs at any time after 31 December 2005. (c) The Borrower shall not prepay all or any part of the EDC Loan except at the times and the manner expressly provided for in this Agreement. (d) Amounts of the EDC Loan prepaid by the Borrower under this Section 3.10 may not be reborrowed and the commitment of EDC to make the EDC Loan available hereunder shall be permanently reduced by such prepaid amounts. (e) Any prepayment under this Section 3.10 shall be made on a pro rata basis between the FEC Tranche A I EDC Loan and the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunderII EDC Loan.

Voluntary Prepayment. (%3) The Borrower: (a) may, Borrowers shall have the right at any time and from time to time on to prepay any Business Day, make a voluntary prepaymentBorrowing, in whole or in part, following written or fax notice (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent not later than 12:00 (noon), New York City time, (i) three Business Days prior to the date of prepayment, in the case of Eurocurrency Loans denominated in Dollars, (ii) four Business Days prior to the date of prepayment, in the case of Eurocurrency Loans denominated in a Designated Foreign Currency and (iii) one Business Day prior to the date of prepayment, in the case of ABR Loans; provided, however, that (x) each partial prepayment shall be in an amount that is an integral multiple of the outstanding principal amount Borrowing Multiple and not less than the Borrowing Minimum and (y) at the applicable Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment may not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. (a) Notwithstanding anything to the contrary contained in this Section 2.12 or any other provision of this Agreement and without otherwise limiting the rights in respect of prepayments of the Loan; provided thatLoans, so long as no Event of Default has occurred and is continuing, Holdings, any Borrower or any of their Subsidiaries (each, a “Repurchaser”) may repurchase outstanding Term Loans pursuant to this Section 2.12 on the following basis: (i) all such voluntary prepayments shall require The Repurchaser may conduct one or more auctions (xeach, an “Auction”) for prepayments on or after the Disbursement Date made prior to the Actual Delivery Date in respect of the advance made on the Disbursement Date, at least two (2) Business Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agree), if repurchase all or any portion of the prepayment is Term Loans of any Class by providing written notice to be applied in prepayment the Administrative Agent (for distribution to the Term Lenders of the FEC Tranche A Loan, or otherwise at least five related Class) identifying the Term Loans that will be the subject of the Auction (5) Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for the Loan, four (4) Business Days') prior written notice, in each case to the Facility Agent; and (ii) all such voluntary partial prepayments “Auction Notice”). Each Auction Notice shall be in an aggregate a form reasonably acceptable to the Administrative Agent and shall contain (x) the total cash value of the bid, in a minimum amount of $10,000,000 and a multiple or €10,000,000, as the case may be, with minimum increments of $1,000,000 or €1,000,000, as the case may be (the “Auction Amount”) and (y) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans at issue that represents the range of purchase prices that could be paid in the Auction; (ii) In connection with any Auction, each Term Lender of the related Class may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Administrative Agent and shall specify (x) a discount to par that must be expressed as a price (the “Reply Discount”), which must be within the Discount Range, and (y) a principal amount of Term Loans which must be in increments of $1,000,000 or €1,000,000, as the case may be, or in an amount equal to the Term Lender’s entire remaining amount of such Term Loans (the Loan“Reply Amount”). Term Lenders may only submit one Return Bid per Auction. In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Acceptance in a form reasonably acceptable to the Administrative Agent; (iii) Based on the Reply Discounts and Reply Amounts received by the Administrative Agent, the Administrative Agent, in consultation with the Repurchaser, will determine the applicable discount (the “Applicable Discount”) for the Auction, which will be the lowest Reply Discount for which the Repurchaser can complete the Auction at the Auction Amount; provided that, in the event that the Reply Amounts are insufficient to allow the Repurchaser to complete a purchase of the entire Auction Amount (any such Auction, a “Failed Auction”), the Repurchaser shall either, at its election, (x) withdraw the Auction or (y) complete the Auction at an Applicable Discount equal to the highest Reply Discount. The Repurchaser shall purchase Term Loans subject to such Auctions (or the respective portions thereof) from each applicable Term Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) at the Applicable Discount; provided, further, that if the aggregate proceeds required to purchase all Term Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, the Repurchaser shall purchase such Term Loans at the Applicable Discount ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Administrative Agent). Each participating Term Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due; (iv) Once initiated by an Auction Notice, the Repurchaser may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Term Lender of a Qualifying Bid, such Term Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount; (v) With respect to all repurchases made by the Repurchaser pursuant to this Section 2.12(b), such repurchases shall be deemed to be voluntary prepayments pursuant to this Section 2.12 in an amount equal to the aggregate principal amount of such Term Loans; provided that such repurchases shall not be subject to the provisions of Section 2.12(a), Section 2.17 and Section 2.18; and (vi) The repurchases by the Repurchaser of Term Loans pursuant to this Section 2.12(b) shall be subject to the following conditions: (v) the Auction is open to all Term Lenders of the applicable Class on a pro rata basis, (w) no Default or Event of Default has occurred or is continuing or would result therefrom, (x) any Term Loans repurchased pursuant to this Section 2.12(b) shall be automatically and permanently canceled upon acquisition thereof by the Repurchaser, (y) the Repurchaser shall not use the proceeds of Revolving Loans (including Incremental Revolving Loans) to acquire such Term Loans and (z) at the time of (and calculated on a pro forma basis after giving effect to) any such repurchase, the Aggregate Revolving Credit Exposure (excluding any outstanding L/C Exposure) shall not exceed unrestricted cash and cash equivalents on hand of Holdings and the Subsidiaries. (vii) Each Lender participating in any Auction acknowledges and agrees that in connection with such Auction, (x) the Repurchaser may then have, or later may come into possession of, Excluded Information, (y) such Lender has independently and, without reliance on Holdings, the Borrowers, any of the other Subsidiaries, the Administrative Agent or any of their respective Affiliates, made its own analysis and determination to participate in such Auction notwithstanding such Lender’s lack of knowledge of the Excluded Information and (z) none of Holdings, the Borrowers, any other Subsidiary, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holdings, the Borrowers, the other Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Auction further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders. (b) Voluntary prepayments of Term Loans pursuant to Section 2.12(a) shall be allocated among the Classes of Term Loans as specified by the applicable Term Borrower or Term Borrowers and shall be applied in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalmentsscheduled installments of principal due in respect of the Term Loans of any such Class under Section 2.11 as specified by the applicable Term Borrower or Term Borrowers. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (provided that such notice may be conditioned on receiving the proceeds of any refinancing or the occurrence of any other event) and shall commit the applicable Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans of a Class, then the applicable Borrower may revoke such notice and/or extend the prepayment date; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under Section 2.12(a) shall be applied between subject to Sections 2.12(e), 2.12 (f) and 2.16, but shall otherwise be without premium or penalty. All prepayments under Section 2.12(a) (other than prepayments of Daily Rate Revolving Loans that are not made in connection with the FEC Tranche A Loan termination or permanent reduction of the applicable Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) If, prior to the date that is six months after the 2016 Restatement Date, (i) all or any portion of the European Term Loans or the U.S. Term Loans are prepaid out of the proceeds of a substantially concurrent issuance or incurrence of secured term loans that are marketed or syndicated to banks and other institutional investors and the FEC Tranche B Loan effective yield (as determined by the Administrative Agent in consultation with Holdings and in a manner consistent with generally accepted financial practice and, in any event, excluding the effect of any arrangement, structuring, syndication, commitment or other fees in connection therewith that are not shared with all providers of such financing, and without taking into account any fluctuations in the Adjusted LIBO Rate or the EURIBO Rate) of such secured term loan financing is less than the yield (as determined by the Administrative Agent on the same basis) of the European Term Loans or the U.S. Term Loans, as the Borrower case may directbe, or (ii) a European Term Lender or a U.S. Term Lender must assign its European Term Loans or U.S. Term Loans, as the case may be, pursuant to Section 2.21, in each case as a result of its failure to consent to an amendment that would reduce (as determined by the Administrative Agent in consultation with Holdings) any of the interest rate margins (or other pricing-related terms) then in effect with respect to such European Term Loans or U.S. Term Loans, as the case may be, then in each case the aggregate principal amount so prepaid or assigned will be subject to a fee payable by the European Borrowers, in the case of European Term Loans, or the U.S. Borrowers, in the case of U.S. Term Loans, in each case equal to 1.0% of the principal amount thereof; provided that this Section 2.12(e) shall not apply to any prepayment of the Term Loans upon the occurrence of a Change in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunderControl.

Voluntary Prepayment. The Borrower: (ai) Borrower may, at its option, prepay the Debt in full or in part at any time and from time to time time; provided, that, (A) no Event of Default is continuing as of the date of the applicable prepayment (other than for any prepayment in connection with a Default Release or the prepayment of the Debt in full in accordance with Section 2.7(c) hereof); (B) Borrower gives Lender not less than ten (10) days’ prior written notice (which notice shall be revocable and subject to modification) (a “Prepayment Notice”) of the amount of the Loan that Borrower intends to prepay and the intended date of prepayment; (C) if such prepayment is made during the period commencing on any the first calendar day immediately following a Monthly Payment Date to, but not including, the Periodic Term SOFR Determination Date (or if the Benchmark is not the Term SOFR Reference Rate, the Determination Date) in such calendar month, Borrower shall pay to Lender the Interest Shortfall amount for the current and next Interest Accrual Period, if any, estimated by Lender to be due in connection with such prepayment; provided, that once the Interest Rate for the next occurring Interest Accrual Period can be determined, Lender shall calculate the actual amount of interest required to be paid by Borrower for such prepayment and (x) if the Interest Shortfall paid to Lender is in excess of the amount required to be paid pursuant to this Section 2.7(a)(i), Lender shall promptly return to Borrower such excess amount and (y) if the Interest Shortfall is less than the amount required to be paid pursuant to this Section 2.7(a)(i) Borrower shall pay to Lender within three (3) Business DayDays of notice from Lender, make a voluntary prepaymentthe amount of such deficiency; and (D) Borrower pays Lender, in whole or in part, of addition to the outstanding principal amount of the Loan; provided that: (i) all such voluntary prepayments shall require Loan to be prepaid, (x) for prepayments all interest which would have accrued on or after the Disbursement Date made prior amount of the Debt to be prepaid through and including the last day of the Interest Accrual Period related to the Actual Delivery Monthly Payment Date in respect next occurring following the date of the advance made on the Disbursement Datesuch prepayment, at least two (2) Business Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agree), if all or any portion of the prepayment is to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if such prepayment is occurs on a Monthly Payment Date, interest which would have accrued on the amount of the Debt to be made on prepaid through and including the last day of an the Interest Accrual Period related to such Monthly Payment Date (all such interest payable under this clause (x), the “Additional Interest”); (y) (I) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to actual Breakage Costs (if any and provided that if such prepayment includes the payment of Additional Interest, no Breakage Costs shall be payable to Lender) and (II) all of Lender’s reasonable, out-of-pocket costs and expenses (including reasonable actually incurred attorneys’ fees and disbursements) actually incurred by Lender in connection with such prepayment or in connection with a rescinded or extended Prepayment Notice; and (z) subject to Section 2.7(a)(ii), if such prepayment occurs prior to the Open Prepayment Date and such prepaid amount is in excess of the Free Prepayment Amount, any Prepayment Premium then due and payable on the amount of such excess over the Free Prepayment Amount. Notwithstanding anything to the contrary contained in this Section 2.7(a)(i), Borrower may rescind a Prepayment Notice upon delivery of written notice to Lender on or prior to the date specified for prepayment in the Prepayment Notice; provided Borrower shall be responsible for the Loanreasonable, four (4) Business Days') prior written noticeout-of-pocket costs and expenses actually incurred by Lender in connection with the rescission of such Prepayment Notice, in each case to the Facility Agent; andincluding any applicable actual Breakage Costs and reasonable actually incurred attorneys’ fees. (ii) all such voluntary partial prepayments shall be Notwithstanding the other provisions of this Section 2.7(a), at any time and from time to time after the Closing Date, including prior to the Open Prepayment Date, Borrower may prepay a portion of the Loan in an aggregate minimum amount up to $27,000,000 (the “Free Prepayment Amount” and each such prepayment, an “Initial 20% Prepayment”) without being obligated to pay a Prepayment Premium or other prepayment penalty, premium or charge, provided (A) no Event of Default is continuing as of the date of the applicable prepayment (other than for any prepayment in connection with a Default Release); (B) Borrower provides a Prepayment Notice to Lender in the manner specified in Section 2.7(a)(i); (C) if such prepayment is made during the period commencing on the first calendar day immediately following a Monthly Payment Date to, but not including, the Periodic Term SOFR Determination Date (or if the Benchmark is not the Term SOFR Reference Rate, the Determination Date) in such calendar month, Borrower shall pay to Lender the Interest Shortfall amount, if any, estimated by Lender to be due in connection with such prepayment; provided, that once the Interest Rate for the next occurring Interest Accrual Period can be determined, Lender shall calculate the actual amount of $10,000,000 interest required to be paid by Borrower for such prepayment and a multiple (x) if the Interest Shortfall paid to Lender is in excess of $1,000,000 the amount required to be paid pursuant to this Section 2.7(a)(ii), Lender shall promptly return to Borrower such excess amount and (or y) if the Interest Shortfall is less than the amount required to be paid pursuant to this Section 2.7(a)(ii), Borrower shall pay to Lender within three (3) Business Days of notice from Lender, the amount of such deficiency; and (D) Borrower pays Lender, in addition to the remaining outstanding principal amount of the LoanDebt to be prepaid, (x) Additional Interest and (y) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to the actual Breakage Costs (if any and provided that if such prepayment includes the payment of Additional Interest, no Breakage Costs shall be payable to Lender) and all of Lender’s reasonable, out-of-pocket costs and expenses (including reasonable actually incurred attorneys’ fees and disbursements) actually incurred by Lender in connection with such prepayment. Any Casualty/Condemnation Prepayment, prepayments of the Loan in connection with the terms and conditions of Section 2.7(b) hereof or prepayments of the Loan made in connection with a Default Release, each in accordance with the terms and conditions hereof, shall not constitute an Initial 20% Prepayment and shall not count toward the Free Prepayment Amount. (iii) Unless an Event of Default has occurred and is continuing, concurrently with any voluntary prepayment made pursuant to this Section 2.7(a), a simultaneous pro-rata prepayment of the Mortgage Loan shall be applied in forward order made and Borrower shall provide Lender evidence reasonably satisfactory to Lender of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that such prepayment of the Mortgage Loan. Borrower shall be applied between not permit any Mortgage Borrower to make any voluntary prepayment of the FEC Tranche A Mortgage Loan and unless Borrower shall make a simultaneous pro-rata prepayment of the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitmentaccordance with this Section 2.7(a), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunder.

Voluntary Prepayment. The Borrower: (a) may, voluntary prepayment of the Loan is permitted in full or in part at any time and from time to time on time. Any partial principal prepayment shall be applied to the Loan in accordance with the terms of this Agreement. As a condition to any Business Day, make a voluntary prepayment, in whole or in partBorrower shall give Lender written notice (a “Prepayment Notice”) of its intent to prepay, of the outstanding principal amount of the Loan; provided that: which notice must be given at least twenty (i20) all such voluntary prepayments shall require and not more than ninety (x90) for prepayments on or after the Disbursement Date made days prior to the Actual Delivery Date in respect of the advance made on the Disbursement Date, at least two (2) Business Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agree), if all or any portion of the Day upon which prepayment is to be applied in prepayment of made and must specify the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if Day on which such prepayment is to be made made, which Prepayment Notice may be revoked by Borrower on or prior to the prepayment date set forth in the Prepayment Notice and, upon the written request of Lender following the Borrower’s revocation of any such Prepayment Notice, the Borrower shall pay to Lender any and all of the Lender’s reasonably incurred third-party costs and expenses associated with the revoked Prepayment Notice. If any such notice is given, the outstanding Debt (or such portion of the Debt as is set forth by Borrower in the Prepayment Notice) shall be due and payable on the date specified therein together with (i) if the Loan is prepaid on any day other than the last day of any Rate Period, an Interest Period for the Loan, four (4) Business Days') prior written notice, in each case amount equal to the Facility Agent; and interest which would otherwise have accrued on the amount prepaid (had such prepayment not occurred) during the period from and including the prepayment date to and including the last day of the Rate Period in which the prepayment occurred (“Short Interest”), (ii) any Breakage Costs (provided the same are not duplicative of any Short Interest paid in connection with such prepayment), (iii) any Interest Rate Protection Breakage Costs, and (iv) any and all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 other amounts then due and a multiple of $1,000,000 (or in payable under the remaining amount of the Loan) and shall be applied in forward order of maturityNote, inverse order of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan this Agreement and the FEC Tranche B other Loan as the Documents. Borrower may direct, provided 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 10.1 (a “Prepayment Failure”), Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall indemnify Lender from and against, and shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment responsible for, all Breakage Costs and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, other reasonable third-party costs incurred by Lender with respect to any such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunderPrepayment Failure.

Voluntary Prepayment. The Borrower: (a) mayWithout prejudice to Section 2.11 (Increased Costs), from time Section 2.12 (Unwinding Costs), Section 2.15 (Taxes), Section 2.17 (Illegality), Section 5.04(d) (Insurance; Application of Proceeds) and subject to time the terms of this Agreement and the Senior Loan Agreements, the Borrower may prepay on any Business Day, make a voluntary prepayment, in whole Interest Payment Date occurring after the Project Completion Date all or in part, any part of the outstanding principal amount of Senior Loans, on not less than thirty (30) days prior notice to the Loan; provided thatSenior Lenders, but only if: (i) the Borrower simultaneously pays all such voluntary prepayments shall require accrued interest, fees and Increased Costs (xif any) on the amount of the Senior Loans to be prepaid, including any Fixed Rate Prepayment Fee, any Make Whole Amount, breakage and redeployment costs incurred under each Senior Loan so prepaid and determined in accordance with the relevant Senior Loan Agreement, the prepayment premium specified in Section 2.06(b), and all other amounts then due and payable under this Agreement and the Senior Loan Agreements, including the amount payable under Section 2.12 (Unwinding Costs), if the prepayment is not made on an Interest Payment Date; (ii) for prepayments on or after a partial prepayment, the Disbursement Date made prepayment of any Senior Loan is in an amount not less than five million Dollars ($5,000,000) or, if in excess of such amount, a whole multiple of one million Dollars ($1,000,000) in excess thereof; and (iii) if reasonably requested by any Senior Lender, the Borrower delivers to such Senior Lender, prior to the Actual Delivery date of prepayment, evidence satisfactory to such Senior Lender that all necessary Authorizations with respect to the prepayment have been obtained. (b) On the date of any prepayment of the Senior Loans in accordance with this Section 2.06, other than in respect of a prepayment by the Borrower pursuant to Section 2.11(b) (Increased Costs), the Borrower shall pay a prepayment premium, in respect of each of the Senior Loans prepaid, consisting of an amount in Dollars for the relevant Senior Lender equal to the relevant percentage of the amount to be prepaid, such percentage being determined as follows: (i) one percent (1.00%) of the amount prepaid, if the prepayment is made at any time after the Project Completion Date and until (and including) the second anniversary of the First Repayment Date; (ii) one half of one percent (0.50%) of the amount prepaid, if the prepayment is made at any time, after the second anniversary of the First Repayment Date and until (and including) the third anniversary of the First Repayment Date; and (iii) no prepayment premium thereafter. The determination by any Senior Lender of the prepayment premium applicable to its Senior Loan shall be final and conclusive and bind the Borrower (unless the Borrower shows, to the satisfaction of such Senior Lender, that such determination involved manifest error). (c) Amounts of principal prepaid under this Section shall: (i) first, be allocated and paid by the Borrower pro rata among the IFC Loan and the IDB Group Loan in proportion to their respective principal amounts outstanding, provided that, in the case of any prepayment when an Inconvertibility Event is continuing (and without prejudice to Section 2.18(e)(ii) (Application of Payments; Sharing)), the amount of the Senior Loan outstanding to an Affected Senior Lender shall be reduced by its pro rata share of the funds held in an escrow account in accordance with Section 2.18(c) (Application of Payments; Sharing) in respect of the advance made principal of its Senior Loan calculated based on the Disbursement Date, at least two (2) Business Days' prior written notice proportion which the amounts owed to such Affected Senior Lender bears to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agree), if all or any portion of the prepayment is to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for the Loan, four (4) Business Days') prior written notice, in each case aggregate amount owed to the Facility AgentAffected Senior Lenders; and (ii) second, be applied by the Senior Lenders to all such voluntary partial prepayments respective outstanding installments of principal of its Senior Loan in inverse order of maturity. (d) Upon delivery of a notice in accordance with Section 2.06(a) above, the Borrower shall be make the prepayment in an aggregate minimum amount accordance with the terms of $10,000,000 and a multiple of $1,000,000 that notice. (or in the remaining e) Any principal amount of the LoanSenior Loans prepaid under this Agreement may not be re-borrowed. (f) and The Borrower shall be applied in forward order not prepay or purchase all or any part of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A any Senior Loan and the FEC Tranche B Loan as unless the Borrower may direct, provided that in the event the Borrower directs simultaneously prepays all other Senior Loans on a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) basis in accordance with the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunderprovisions of this Section 2.06.

Voluntary Prepayment. The Borrower: (a) may, from time The Company has notified the Lenders that it may wish to time on any Business Day, make a voluntary prepayment, in whole or in part, prepayments of the outstanding Term Loans on up to three occasions (each, a “Voluntary Prepayment”) during the period commencing on the date hereof and ending on the date that is the 90th day following the date hereof (the “Prepayment Period”) pursuant to the procedures described in this Section 3.1 (the transactions described in this Section 3.1, collectively, the “Voluntary Prepayment Transaction”). In connection with any Voluntary Prepayment, the Company will notify the Lenders of Term Loans (the “Prepayment Notice”) that the Company desires to prepay Term Loans with proceeds in an aggregate amount specified by the Company (which amount shall be not less than $50,000,000 in the case of the first Voluntary Prepayment; each, a “Prepayment Amount”) at a discount (which is expected to be within a range to be specified by the Company with respect to each Voluntary Prepayment; the “Discount”) equal to a percentage of par of the principal amount of the LoanTerm Loans; provided that: that (i) the aggregate Prepayment Amounts for all such voluntary prepayments Voluntary Prepayments undertaken by the Company during the Prepayment Period shall require not exceed $200,000,000 and (xii) no proceeds of Revolving Credit Loans shall be used to finance a Voluntary Prepayment. (b) In connection with a Voluntary Prepayment, the Company will allow each Lender of Term Loans to specify a discount to par (the “Acceptable Discount”) for prepayments a principal amount (subject to rounding requirements specified by the Administrative Agent) of Term Loans at which such Lender is willing to permit such Voluntary Prepayment. Based on the Acceptable Discounts and principal amounts of Term Loans specified by Lenders, the Administrative Agent, in consultation with the Company, will determine the applicable discount (the “Applicable Discount”) for the Voluntary Prepayment which will be the lower of (i) the lowest Acceptable Discount at which the Company can complete the Voluntary Prepayment for the Prepayment Amount and (ii) the highest Acceptable Discount specified by the Lenders that is within the range for the Discount specified by the Company. The Company shall prepay Term Loans (or after the Disbursement Date made prior respective portions thereof) offered by Lenders at the Acceptable Discounts specified by each such Lender that are equal to or less than the Applicable Discount (“Qualifying Term Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay Qualifying Term Loans (disregarding any interest payable under Section 3.1(c)) would exceed the Prepayment Amount for such Voluntary Prepayment, the Company shall prepay such Qualifying Term Loans at the Applicable Discount ratably based on the respective principal amounts of such Qualifying Term Loans (subject to rounding requirements specified by the Administrative Agent). (c) All Term Loans prepaid by the Company pursuant to this Section 3.1 shall be accompanied by payment of accrued and unpaid interest on the par principal amount so prepaid to, but not including, the date of prepayment. (d) The par principal amount of Term Loans prepaid pursuant to this Section 3.1 shall be applied to reduce the remaining installments of the respective Term Loans in indirect order of maturity. (e) Each Voluntary Prepayment shall be consummated pursuant to procedures (including as to timing, rounding and minimum amounts, Type and Interest Periods of accepted Loans, irrevocability of Prepayment Notice and other notices by the Company and Lenders and determination of Applicable Discount) established by the Administrative Agent acting in its sole discretion. (f) The Lenders hereby consent to the Actual Delivery Date transactions described in this Section 3.1 and waive the requirements of any provision of the Credit Agreement (including, without limitation, Sections 8.5, 8.18 and 16.7) that might otherwise result in a Default or Event of Default as a result of the Voluntary Prepayment Transaction. The Lenders further acknowledge that following a Voluntary Prepayment, principal, interest and any related payments in respect of the advance made on the Disbursement Date, at least two (2) Business Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders applicable Term Loans may agree), if all or any portion of the prepayment is to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if such prepayment is to be made on a non-pro rata basis among the last day applicable Lenders to reflect subsequent amortization of an Interest the then outstanding Term Loans. (g) This Amendment shall neither (i) require the Company to undertake any Voluntary Prepayment during the Prepayment Period for the Loan, four (4) Business Days') prior written notice, in each case to the Facility Agent; and nor (ii) all such limit or restrict the Company from making voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or in the remaining amount of the Loan) and shall be applied Loans in forward order accordance with the provisions of maturity, inverse order of maturity or ratably at the Borrower's option against Credit Agreement as in effect prior to the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan Amendment Effective Date (as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitmentdefined below), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunder.

Voluntary Prepayment. The BorrowerBorrower shall have the right, to prepay without, prepayment fee or penalty, part or all of the Loan in each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from the Borrower to the Lender hereunder or pursuant to the other Finance Documents and all interest accrued thereon, provided that: (a) may, the Lender shall have received from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loan; provided that: Borrower not less than seven (i) all such voluntary prepayments shall require (x) for prepayments on or after the Disbursement Date made prior to the Actual Delivery Date in respect of the advance made on the Disbursement Date, at least two (27) Business Days' ’ prior written notice in writing (which shall be irrevocable) of their intention to make such prepayment and specify the Facility Agent, account and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agree), if all or any portion of the prepayment is to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if date on which such prepayment is to be made made; (b) any prepayment may take place only on the last day of an Interest Period for relating to the whole of the Loan and if the Borrower shall request consent to make such prepayment on a day other than the last day of an Interest Period, the Borrower will pay, in addition to the amount to be prepaid, any such sum as may be payable to the Lender pursuant to Clause 10.1 (Indemnity);; (c) each prepayment shall be equal to One hundred thousand Dollars ($100,000) or a whole multiple thereof or the balance of the Loan; (d) any prepayment of less than the whole of the Loan will be applied in or towards pro-rata reduction of the Balloon Instalment and the remaining Repayment Instalments or at Borrower’s request and in the sole discretion of the Lender in order of maturity of the Repayment Instalments falling due after the date of prepayment; (e) every notice of prepayment shall be effective only on actual receipt by the Lender, four shall be irrevocable and shall oblige the Borrower to make such prepayment on the date specified; (4f) Business Days') prior written notice, in each case the Borrower has provided evidence satisfactory to the Facility AgentLender that any consent required by the Borrower or any Security Party in connection with the prepayment has been obtained and remains in force, and that any regulation relevant to this Agreement which affects the Borrower or any Security Party has been complied with; (g) no amount prepaid may be re-borrowed; and (iih) all such voluntary partial prepayments shall be the Borrower may not prepay the Loan or any part thereof save as expressly provided in this Agreement or as otherwise agreed by the Lender; Provided always that if the Borrower shall, subject always to Clause 4.2(a), make a prepayment on a Business Day other than the last day of an aggregate minimum amount Interest Period in respect of $10,000,000 and a multiple of $1,000,000 (or in the remaining amount whole of the Loan) , it shall, in addition to the amount prepaid and shall be applied accrued interest, pay to the Lender any amount which the Lender may certify is necessary to compensate the Lender for any Break Costs incurred by the Lender as a result of the making of the prepayment in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunderquestion.

Voluntary Prepayment. The Borrower: (a) At any time after the date falling six months after the Initial Utilisation Date, the Company may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of if it gives the outstanding principal amount of the Loan; provided that: (i) all such voluntary prepayments shall require (x) for prepayments on or after the Disbursement Date made prior to the Actual Delivery Date in respect of the advance made on the Disbursement Date, at least two (2) Agent not less than five Business Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agree)) prior notice, prepay the whole or any part of the Initial Term Facility Loan (but, if all in part, being a minimum amount of US$5,000,000 (or its equivalent)). (b) The Company may prepay the whole or any portion part of (i) any Additional Facility Loan under any Additional Facility in accordance with the terms of the Additional Facility Notice relating to such Additional Facility or (ii) any Financial Indebtedness outstanding under any Permitted Additional Debt (which is not incurred by way of an Additional Facility) in accordance with the terms of such Permitted Additional Debt, provided that, any prepayment in respect of an Additional Facility Loan or any Permitted Additional Debt (as applicable) which is a term loan shall also require the Original Borrower to prepay at the same time any outstanding Initial Term Facility Loan in an amount at least pro rata to the amount being applied in prepayment of such Additional Facility Loan or Permitted Additional Debt (as applicable) (such that the proportion of the amount due to be applied in prepayment of (I) the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for the Loan, four (4) Business Days') prior written notice, in each case Additional Facility Loans bears to the then outstanding Additional Facility Agent; and Loans or (iiII) all such voluntary partial prepayments shall be in an aggregate minimum amount the Permitted Additional Debt incurred or established by way of $10,000,000 and a multiple term loans bears to the total outstanding Permitted Additional Debt incurred or established by way of $1,000,000 term loans (as applicable), is the same as (or in less than) the remaining amount proportion of the amount the Original Borrower shall apply in prepayment of the Initial Term Facility Loan bear to the then outstanding Initial Term Facility Loan) and shall be applied in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunder.. 89 Project Unicorn - Facilities Agreement

Voluntary Prepayment. The Borrower: (a) mayThe Borrower has notified the Lenders that it may wish to make voluntary prepayments of Term Loans (each such voluntary prepayment pursuant to this Section 2.1 (but excluding any voluntary prepayment of Term Loans in accordance with the Credit Agreement as in effect prior to the Second Amendment Effective Date (as hereinafter defined)), from time a “Discounted Voluntary Prepayment”) during the period commencing on the Second Amendment Effective Date and ending on the date that is 18 months following the Second Amendment Effective Date (the “Discounted Voluntary Prepayment Period”) pursuant to time on the procedures described in this Section 2.1 (the transactions described in this Section 2.1, collectively, the “Discounted Voluntary Prepayment Transaction”). In connection with any Business DayDiscounted Voluntary Prepayment, make a voluntary prepaymentthe Borrower will notify the Prepayment Agent, and the Prepayment Agent will promptly notify all of the Lenders with outstanding Term Loans (the “Prepayment Notice”), that the Borrower desires to prepay Term Loans with cash in an aggregate amount specified by the Borrower (which cash amount shall be not less than $10,000,000 in the aggregate, in whole each case, excluding any interest paid or payable under Section 2.1(c) hereof and any fees paid or payable in partconnection with such Discounted Voluntary Prepayment; each, a “Prepayment Amount”) at a discount within a range of not greater than 5 percentage points specified by the Borrower with respect to each Discounted Voluntary Prepayment (the “Discount”) equal to a percentage of par of the principal amount of Term Loans being prepaid; provided that (i) the aggregate Prepayment Amounts for all Discounted Voluntary Prepayments undertaken by the Borrower of Term Loans prepaid during the Prepayment Period shall not exceed $100,000,000 in the aggregate (excluding any interest paid or payable under Section 2.1(c) hereof and any fees paid or payable in connection with such Discounted Voluntary Prepayments), (ii) immediately after giving effect to each Discounted Voluntary Prepayment (including the payment of all interest and fees related thereto), the sum of (I) the Unrestricted cash and Cash Equivalents of the Borrower and the Subsidiary Guarantors plus (II) the Total Unutilized Revolving Loan Commitment at such time shall equal or exceed $75,000,000, (iii) at the time of each Discounted Voluntary Prepayment, (A) the Borrower’s corporate rating by S&P shall not be less than B (with not less than a negative outlook) and (B) the Borrower’s corporate family rating by ▇▇▇▇▇’▇ shall not be less than B2 (with not less than a negative outlook), (iv) without limiting the requirements of preceding sub-clause (iii), if either S&P or ▇▇▇▇▇’▇ ever downgrades the Borrower’s corporate rating or corporate family rating, as applicable to levels less than those described in sub-clause (iii)(A) or (B) immediately above as a result of any Discounted Voluntary Prepayment being deemed to be a “distressed exchange” (and S&P or ▇▇▇▇▇’▇, as applicable, has issued a written report or written statement that the reason for such downgrade is such Discounted Voluntary Prepayment being deemed to be a “distressed exchange”), then, with respect to each Discounted Voluntary Prepayment to be consummated thereafter (even if such downgrade is subsequently “cured”), each of S&P and ▇▇▇▇▇’▇ shall have confirmed in writing to the Borrower that the proposed Discounted Voluntary Prepayment shall not be deemed to be a “distressed exchange”, (v) at the time of each Discounted Voluntary Prepayment, the Borrower shall have delivered to the Prepayment Agent an officer’s certificate of an Authorized Officer of the Borrower certifying that neither S&P nor ▇▇▇▇▇’▇ has notified the Borrower or any of its Subsidiaries in writing that it will deem the proposed Discounted Voluntary Prepayment to be a “distressed exchange” (or, if preceding clause (iv) is applicable at such time, certifying as to compliance with preceding clause (iv)), (vi) no more than 16 Prepayment Notices in the aggregate may be issued by the Borrower during the Discounted Voluntary Prepayment Period and (vii) in no event shall the Discount for any Discounted Voluntary Prepayment be less than 5%. A Discounted Voluntary Prepayment shall be deemed to have been made during the Discounted Voluntary Prepayment Period if the Borrower shall have provided the Prepayment Agent with a Prepayment Notice with respect to such Discounted Voluntary Prepayment during the Discounted Voluntary Prepayment Period and so long as such Discounted Voluntary Prepayment is to occur within 14 days of such Prepayment Notice. (b) In connection with a Discounted Voluntary Prepayment, the Borrower will allow each Lender of outstanding Term Loans to specify (a “Prepayment Offer”) a discount to par (the “Acceptable Discount”) for a principal amount (subject to rounding requirements specified by the Prepayment Agent) of such Lender’s Term Loans at which such Lender is willing to permit such Discounted Voluntary Prepayment (“Offered Term Loans”) (and which Acceptable Discount shall be within the range of not greater than 5 percentage points specified by the Borrower with respect to such Discounted Voluntary Prepayment). Subject to the terms hereof, the Borrower will accept Prepayment Offers in the order of lowest to highest prepayment price specified by the respective Lenders in the Prepayment Offers so as to enable the Borrower to complete the Discounted Voluntary Prepayment for up to the full Prepayment Amount as provided below. Based on the Acceptable Discounts and principal amounts of Term Loans specified by the Lenders, the applicable discount to par (the “Applicable Discount”) for the Discounted Voluntary Prepayment will be either (A) the highest Acceptable Discount (i.e., the lowest prepayment price) at which the Borrower can complete the Discounted Voluntary Prepayment for the full Prepayment Amount that is within the range for the Discount specified by the Borrower (determined by adding the principal amounts of Offered Term Loans commencing with the Offered Term Loans with the highest Acceptable Discount and applying the Applicable Discount) or (B) in the event that the Borrower cannot complete the Discounted Voluntary Prepayment for the full Prepayment Amount at any Acceptable Discount (determined by adding the principal amounts of Offered Term Loans commencing with the Offered Term Loans with the highest Acceptable Discount and applying the Applicable Discount), the Applicable Discount shall be the lowest Acceptable Discount (i.e., the highest prepayment price) specified by the Lenders that is within the range for the Discount specified by the Borrower; provided that the Borrower, in its sole discretion, may elect to revoke, modify or cancel the Prepayment Notice rather than complete a Discounted Voluntary Prepayment of less than the full Prepayment Amount pursuant to this sub-clause (B). The Borrower shall prepay Term Loans (or the respective portions thereof) offered by Lenders at the Acceptable Discounts specified by each such Lender that are equal to or greater than the Applicable Discount (“Qualifying Term Loans”) at the Applicable Discount; provided that if the aggregate cash amount required to prepay Qualifying Term Loans (excluding any interest payable under Section 2.1(c) hereof and fees payable in connection with such Discounted Voluntary Prepayment) would exceed the Prepayment Amount for such Discounted Voluntary Prepayment, the Borrower shall prepay such Qualifying Term Loans at the Applicable Discount ratably based on the respective principal amounts of such Qualifying Term Loans (subject to rounding requirements specified by the Prepayment Agent). (c) All Term Loans prepaid by the Borrower pursuant to this Section 2.1 shall be accompanied by payment of accrued and unpaid interest on the par principal amount so prepaid to, but not including, the date of prepayment. (d) The par principal amount of Term Loans of the respective Tranche prepaid pursuant to this Section 2.1 shall be applied to reduce the remaining Scheduled Repayments of such Tranche of Term Loans of the applicable Lenders being repaid on a pro rata basis. (e) Each Discounted Voluntary Prepayment shall be consummated pursuant to procedures (including as to timing, rounding and minimum amounts, Type, Interest Periods and other Borrowings of accepted Term Loans, irrevocability of Prepayment Notice and other notices by the Borrower and Lenders and determination of Applicable Discount) established by the Prepayment Agent in consultation with the Borrower; it being understood and agreed that, unless otherwise determined by the Prepayment Agent, all Discounted Voluntary Prepayments within a Tranche of outstanding Term Loans shall be applied to the outstanding Borrowings of such Tranche of Term Loans of each Lender with outstanding Term Loans of such Tranche receiving a prepayment pursuant to the applicable Discounted Voluntary Prepayment under this Section 2.1 on a pro rata basis (based on the relative sizes of the various outstanding Borrowings of such Tranche of Term Loans), so that all Lenders with outstanding Term Loans under the applicable Tranche will continue to participate in each then outstanding Borrowing of such Tranche of Term Loans on a pro rata basis (based upon the then outstanding principal amount of the Loan; provided that: (i) all Term Loans under such voluntary prepayments shall require (x) for prepayments on or Tranche after the Disbursement Date giving effect to such Discounted Voluntary Prepayment as if made prior to the Actual Delivery Date at par). The Lenders further acknowledge and agree that following a Discounted Voluntary Prepayment of a given Tranche of Term Loans, interest payments in respect of the advance made on the Disbursement Date, at least two (2) Business Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders Tranche of Term Loans may agree), if all or any portion of the prepayment is to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if such prepayment is to be made on a non-pro rata basis among the last day applicable Lenders to reflect the payment of an Interest Period for the Loan, four (4accrued interest to certain Lenders as provided in Section 2.1(c) Business Days') prior written notice, in each case to the Facility Agent; andhereof. (iif) all such voluntary partial prepayments Except for purposes of the definition of “Excess Cash Flow” appearing in Section 1.01 of the Credit Agreement (as to which a Discounted Voluntary Prepayment shall be treated as specified in such definition as amended by this Second Amendment), each Discounted Voluntary Prepayment shall be without premium or penalty and otherwise constitute an aggregate minimum optional prepayment of Term Loans for all purposes under the Credit Agreement. Immediately upon the consummation of each Discounted Voluntary Prepayment, the par principal amount of $10,000,000 and a multiple of $1,000,000 Term Loans so prepaid (or in the remaining amount of the Loantogether with accrued interest thereon) and shall be applied in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan permanently retired and the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunderextinguished.

Voluntary Prepayment. The Borrower: (a) may, The Borrower shall have the right at any time and from time to time on any Business Day, make a voluntary prepaymentto prepay the Loans, in whole or in part, of the outstanding principal amount of the Loan; provided that: (i) all such voluntary prepayments shall require (x) for prepayments on or after the Disbursement Date made prior to the Actual Delivery Date in respect of the advance made on the Disbursement Date, at least two (2) Business Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agree), if all or any portion of the prepayment is to be applied in prepayment of the FEC Tranche A Loan, or otherwise upon at least five (5) Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for the Loan, four (4) Business Days') ’ prior written notice, in each case to the Facility Administrative Agent; and , who shall give to each Lender prompt notice thereof (ii) all provided that any such voluntary partial prepayments notice delivered after 3:00 p.m., New York City time, or on any day that is not a Business Day shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or in deemed to be delivered on the remaining amount of the Loan) and shall be applied in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalmentsnext succeeding Business Day); provided, however, that that: (i) such prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs made on a partial prepayment to be applied against the FEC Tranche B Loan such Pro Rata Basis; (ii) each partial prepayment shall be applied pro rata against in a principal amount that is an integral multiple of U.S.$10,000,000 and not less than U.S.$10,000,000; and (Aiii) such prepayment shall include the FEC Tranche B Loan breakage amount (excluding the Seventh Amendment Upsize Commitment if any) pursuant to Section 2.14 (Breakage) and the Former Hermes Commitment)applicable Make-Whole Amount. (b) Each notice of prepayment shall specify the prepayment date (which shall be a Business Day) and the principal amount of the Loan to be prepaid, shall be irrevocable and shall commit the Borrower to prepay the Loan by the amount stated therein on the date stated therein. All prepayments under this Section 2.10 (BVoluntary Prepayment) shall be accompanied by accrued and unpaid interest on the Seventh Amendment Upsize Commitment principal amount to be prepaid, the breakage amount (if any) pursuant to Section 2.14 (Breakage) and the applicable Make-Whole Amount. The Borrower may not reborrow any part of the Facility that has been prepaid. (Cc) Notwithstanding anything herein or in any other Loan Document to the Former Hermes Commitmentcontrary, so long as no Adjustment Event, Mandatory Prepayment Event or Event of Default is continuing or would result therefrom, Borrower may request to withdraw from the Collateral Accounts on a Pro Rata Basis an amount of cash not to exceed the relevant interest amount payable on any Interest Payment Date and to apply such cash to pay the relevant interest amount payable on such Interest Payment Date; provided that such request shall be made no later than 3:00 p.m. New York City time, on the Business Day immediately preceding the relevant Interest Payment Date. Upon receipt of such request, each Applicable Lender shall notify the Custodian that it consents to any such withdrawal as permitted above (subject to the conditions contained herein) and instruct the Custodian to deliver such amounts to the Administrative Agent (or directly to the Lenders on a Pro Rata Basis, as directed by the Administrative Agent) in accordance with the terms of such prepayment then being applied pro rata to each FEC Applicable Lender's respective FEC Tranche B Commitment thereunder’s Control Agreement.

Voluntary Prepayment. The Borrower: (a) may, The Borrower shall have the right at any time and from time to time on to prepay any Business Day, make a voluntary prepaymentLoan, in whole or in part, of the outstanding principal amount of the Loan; provided that: (i) all such voluntary prepayments shall require (x) for prepayments on or after the Disbursement Date made prior to the Actual Delivery Date in respect of the advance made on the Disbursement Date, upon at least two (2) three Business Days' ’ prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written or fax notice (or such shorter period as telephone notice promptly confirmed by written or fax notice) to the Majority Lenders may agreeAdministrative Agent before 12:00 (noon), if all or any portion of the prepayment is to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for the Loan, four (4) Business Days') prior written notice, in each case to the Facility Agent; and (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or in the remaining amount of the Loan) and shall be applied in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalmentsNew York City time; provided, however, that such (i) each partial prepayment shall be applied between in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000, and (ii) no voluntary prepayments of any Loans shall be permitted prior to the FEC Tranche A Loan and first anniversary of the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to Closing Date. (b) Voluntary prepayments of Loans shall be applied against the FEC Tranche B Loan remaining scheduled installments of principal due in respect of the Loans under Section 2.08(a) as directed by the Borrower in writing; provided that such partial voluntary prepayment shall be applied pro rata against between the Loans and the Other Loans. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Loan (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Loan by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice and/or extend the prepayment date by not more than five Business Days, provided, further, however, that if Borrower shall revoke or extend the prepayment date, from and including the date on which such prepayment would have been made until the earlier of (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), such time as such prepayment is made or (B) the Seventh Amendment Upsize Commitment last day of the then applicable Interest Period, the Loans shall accrue interest at the Alternate Base Rate plus the Applicable Margin. All prepayments under this Section 2.09 shall be accompanied by (i) accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment, (ii) the applicable Payment Premium and (Ciii) any other amounts then due and payable by the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunderLoan Parties (including amounts payable under Section 2.19) under the Loan Documents.

Voluntary Prepayment. The Borrower: (a) The Issuer may, from time to time on any Business Dayin its sole discretion, make prepay the Notes, including by Class or portion of a voluntary Class (such prepayment, a "Voluntary Prepayment"), in whole or in partpart on any Business Day following the Voluntary Prepayment Lockout Period (such date, of the outstanding principal amount of the Loan; provided that: (i) all "Voluntary Prepayment Date"). Any such voluntary prepayments shall require (x) for prepayments on or after the Disbursement Date made prior Voluntary Prepayment is required to the Actual Delivery Date in respect of the advance be made on the Disbursement Date, at least two no less than ten (210) Business Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period period, but not less than two Business Days, as is necessary to cure an Event of Default) by the Majority Lenders may agree)Issuer sending the Notice of Voluntary Prepayment to the Indenture Trustee and the Servicer describing the Issuer's election to prepay the Notes or portion thereof in the form attached hereto as Exhibit C. With respect to each Class of Notes subject to a Voluntary Prepayment, if all such Voluntary Prepayment shall be made pro rata among such Class. (b) With respect to any Voluntary Prepayment in part, on or any portion prior to the related Voluntary Prepayment Date, the Issuer shall deposit into the Collection Account, an amount equal to the sum of (i) the amount of outstanding principal of the prepayment is to be applied in prepayment of the FEC Tranche A LoanNotes being prepaid, or otherwise at least five (5) Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for the Loan, four (4) Business Days') prior written notice, in each case to the Facility Agent; and (ii) all such voluntary accrued and unpaid interest thereon and (iii) the applicable Make Whole Amount, if any. Such partial prepayments shall Voluntary Prepayment will be distributed by the Indenture Trustee on the related Voluntary Prepayment Date in an aggregate minimum amount accordance with the written direction of $10,000,000 and a multiple the Servicer to the holders of $1,000,000 (or the Notes identified by the Issuer in the remaining Notice of Voluntary Prepayment. (c) With respect to a Voluntary Prepayment of all outstanding Notes in full, on or prior to the related Voluntary Prepayment Date, the Issuer will be required to deposit into the Collection Account an amount equal to (i) the sum of the Loan) and shall be applied in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment)Aggregate Outstanding Note Balance, (B) the Seventh Amendment Upsize Commitment all accrued and unpaid interest thereon, (C) the Former Hermes CommitmentMake Whole Amount, if any, (D) the Note Balance Write-Down Amount, if any, (E) the Deferred Interest Amount, if any, (F) the Post-ARD Additional Interest Amount, if any, (G) the Deferred Post-ARD Additional Interest Amount, if any, and (H) all amounts owed to the Indenture Trustee, the Manager, the Servicer, the Backup Servicer, the Transition Manager and any other parties to the Transaction Documents, minus (ii) the sum of the amounts then on deposit in the Reserve Account, the Prefunding Account, the Section 25D Interest Account, the Equipment Replacement Reserve Account and the Capitalized Interest Account. The Indenture Trustee will make distributions on the related Voluntary Prepayment Date in accordance with the Priority of Payments (without giving effect to clauses (vii) through (xi) thereof) and solely as specified in the related Voluntary Prepayment Servicer Report and to the extent the Aggregate Outstanding Note Balance is prepaid and all other obligations of the Issuer under the Transaction Documents have been paid, release any remaining assets in the Trust Estate to, or at the direction of, the Issuer. KL2 3395391.6 (d) If a Voluntary Prepayment Date occurs prior to the Make Whole Determination Date, the Issuer will be required to pay the Noteholders the applicable Make Whole Amount. No Make Whole Amount will be due to the Noteholders if a Voluntary Prepayment is made on or after the Make Whole Determination Date. (e) If the Issuer elects to rescind the Voluntary Prepayment, it must give written notice to the Indenture Trustee of such prepayment then being applied pro rata determination at least two Business Days prior to the Voluntary Prepayment Date. If a Voluntary Prepayment of the Notes has been rescinded pursuant to this Section 6.01(e), the Indenture Trustee shall provide notice of such rescission to the registered owner of each FEC Lender's respective FEC Tranche B Commitment thereunderNote which had been subject to the rescinded redemption at the address shown on the Note Register maintained by the Note Registrar with copies to the Issuer, Sunnova Energy, the Depositor and the Rating Agency.

Voluntary Prepayment. The Borrower: (a) mayExcept as provided herein, from time Borrower shall not have the right to time on any Business Day, make a voluntary prepayment, prepay the Loan in whole or in part. Borrower may, provided no Event of Default is ​ continuing, at its option and upon prior notice to Lender as set forth herein, prepay the Debt in whole on any Business Day; provided that such prepayment is accompanied by payment of the outstanding principal amount of Breakage Costs, the Loan; provided that: (i) all such voluntary prepayments shall require (x) for prepayments on or after Prepayment Premium, the Disbursement Date made prior to the Actual Delivery Date in respect of the advance made on the Disbursement DateExit Fee, at least two (2) Business Days' prior written notice to the Facility Agentif applicable, and (yif such prepayment is not tendered on a Monthly Payment Date) the applicable Interest Shortfall. Lender shall not be obligated to accept any prepayment unless it is accompanied by payment of the Breakage Costs, the Prepayment Premium, the Exit Fee, if applicable, and any applicable Interest Shortfall due in connection therewith. Any prepayment received by Lender on a date other than a Monthly Payment Date shall be held by Lender as collateral security for all other prepaymentsthe 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. As a condition to any voluntary prepayment, Borrower shall give Lender written notice (a “Prepayment Notice”) of its intent to prepay, which notice must be given at least thirty (30) calendar days' and not more than ninety (90) days prior written notice (or such shorter period as to the Majority Lenders may agree), if all or any portion of the Business Day upon which prepayment is to be applied in prepayment of made and must specify the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if Day on which such prepayment is to be made on made; any Prepayment Notice may be revoked, or the last day of an Interest Period for the Loanprepayment date specified therein postponed (by not more than thirty (30) days), four by written notice to Lender not less than one (41) Business Days') Day prior written notice, in each case to the Facility Agent; and (ii) scheduled date of prepayment, upon payment of all reasonable out-of-pocket costs and expenses incurred by Lender in reliance on such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or in the remaining amount of the Loan) and shall be applied in forward order of maturityPrepayment Notice. ▇▇▇▇▇▇▇▇ hereby agrees that, inverse order of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan as the Borrower may direct, provided that in the event ▇▇▇▇▇▇▇▇ delivers a Prepayment Notice, does not revoke or postpone such prepayment, and fails to prepay the Borrower directs a partial prepayment to be applied against Loan in accordance with the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment Prepayment Notice and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunder.terms of this Section

Voluntary Prepayment. The Borrower: (a) Borrower may, at its option, prepay the Debt in full or in part at any time and from time to time time; provided, that, (A) no Event of Default is continuing as of the date of the applicable prepayment (other than for any prepayment in connection with a Default Release or the prepayment of the Debt in full in accordance with Section 2.7(c) hereof); (B) Borrower gives Lender not less than ten (10) days’ prior written notice (which notice shall be revocable and subject to modification) (a “Prepayment Notice”) of the amount of the Loan that Borrower intends to prepay and the intended date of prepayment; (C) if such prepayment is made during the period commencing on any the first calendar day immediately following a Monthly Payment Date to, but not including, the Periodic Term SOFR Determination Date (or if the Benchmark is not the Term SOFR Reference Rate, the Determination Date) in such calendar month, Borrower shall pay to Lender the Interest Shortfall amount for the current and next Interest Accrual Period, if any, estimated by Lender to be due in connection with such prepayment; provided, that once the Interest Rate for the next occurring Interest Accrual Period can be determined, Lender shall calculate the actual amount of interest required to be paid by Borrower for such prepayment and (x) if the Interest Shortfall paid to Lender is in excess of the amount required to be paid pursuant to this Section 2.7(a)(i), Lender shall promptly return to Borrower such excess amount and (y) if the Interest Shortfall is less than the amount required to be paid pursuant to this Section 2.7(a)(i) Borrower shall pay to Lender within three (3) Business DayDays of notice from Lender, make a voluntary prepaymentthe amount of such deficiency; and (D) Borrower pays Lender, in whole or in part, of addition to the outstanding principal amount of the Loan; provided that: (i) all such voluntary prepayments shall require Loan to be prepaid, (x) for prepayments all interest which would have accrued on or after the Disbursement Date made prior amount of the Debt to be prepaid through and including the last day of the Interest Accrual Period related to the Actual Delivery Monthly Payment Date in respect next occurring following the date of the advance made on the Disbursement Datesuch prepayment, at least two (2) Business Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agree), if all or any portion of the prepayment is to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if such prepayment is occurs on a Monthly Payment Date, interest which would have accrued on the amount of the Debt to be made on prepaid through and including the last day of an the Interest Accrual Period related to such Monthly Payment Date (all such interest payable under this clause (x), the “Additional Interest”); and (y) (I) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to the Make-Whole Amount (in the case of prepayment of the Loan in full) and actual Breakage Costs (if any and provided that if such prepayment includes the payment of Additional Interest, no Breakage Costs shall be payable to Lender) and (II) all of L▇▇▇▇▇’s reasonable, out-of-pocket costs and expenses (including reasonable actually incurred attorneys’ fees and disbursements) actually incurred by Lender in connection with such prepayment or in connection with a rescinded or extended Prepayment Notice. Notwithstanding anything to the contrary contained in this Section 2.7(a), Borrower may rescind a Prepayment Notice upon delivery of written notice to Lender on or prior to the date specified for prepayment in the Prepayment Notice; provided Borrower shall be responsible for the Loanreasonable, four (4out-of-pocket costs and expenses actually incurred by Lender in connection with the rescission of such Prepayment Notice, including any applicable actual Breakage Costs and reasonable actually incurred attorneys’ fees. If B▇▇▇▇▇▇▇ makes a partial prepayment of the Debt in accordance with this Section 2.7(a) Business Days') prior written noticeand if, in each case after giving effect to such partial prepayment, the Facility Agent; and (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or in the remaining outstanding principal amount of the Loan) and Debt is less than the Minimum Loan Amount, Borrower shall be applied required to simultaneously prepay the Debt in forward order full in accordance with this Section 2.7(a). Unless an Event of maturityDefault has occurred and is continuing, inverse order concurrently with any voluntary prepayment made pursuant to this Section 2.7(a), a simultaneous pro-rata prepayment of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that Mortgage Loan shall be made and Borrower shall provide Lender evidence reasonably satisfactory to Lender of such prepayment of the Mortgage Loan. Borrower shall be applied between not permit any Mortgage Borrower to make any voluntary prepayment of the FEC Tranche A Mortgage Loan and unless Borrower shall make a simultaneous pro-rata prepayment of the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitmentaccordance with this Section 2.7(a), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunder.

Voluntary Prepayment. The Borrower: (a) mayBorrower shall have the right, from time at its option, upon 30 days’ prior written notice to time Lender, to prepay the Loan in whole but not in part (except to the extent necessary to meet the Extension Debt Yield Test or to terminate a Trigger Period) at any time, provided that (i) if such prepayment is made prior to the Par Prepayment Date, Borrower shall pay to Lender simultaneously with such prepayment the applicable Prepayment Fee (a prepayment after the Par Prepayment Date shall not require payment of any Prepayment Fee or prepayment premium), (ii) if there is a Mezzanine Loan, then there is a simultaneous and pro-rata prepayment thereof, with the result that the ratio of the Principal Indebtedness to the indebtedness under the Mezzanine Loan remains unchanged, and (iii) no Prepayment Fee shall be required with respect to the first $5,000,000 of the aggregate prepayments of the Loan that are made to terminate a Trigger Period. Each such prepayment that is made on a Payment Date shall be accompanied by all interest and Administrative Fee that would otherwise have been due on the amount being prepaid on such Payment Date had the prepayment not occurred, and each such prepayment that is not made on a Payment Date shall be accompanied by all interest and Administrative Fee that would have been due on the next succeeding Payment Date had the prepayment not occurred. Following any Business Day, make a voluntary such prepayment, in whole Borrower may release or in parttransfer, free and clear of the outstanding principal Lien of the Loan Documents, a portion of the notional amount of the Interest Rate Cap Agreement equal to the amount of such prepayment. Any partial prepayment shall be applied to the last payments of principal due under the Loan; provided that:. Borrower’s notice of prepayment shall create an obligation of Borrower to prepay the Loan as set forth therein, but may be rescinded with five days’ written notice to Lender (subject to payment of any reasonable out-of-pocket costs and expenses resulting from such rescission). (b) If the Note has been bifurcated into multiple Note Components pursuant to Section 1.1(c): (i) all such voluntary prepayments shall require (x) for prepayments on or after the Disbursement Date made prior to the Actual Delivery Date in respect of the advance made on the Disbursement Date, at least two (2) Business Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agree), if all or any portion of the prepayment is to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for the Loan, four including repayments of principal during the continuance of an Event of Default or as a result of a Casualty or Condemnation (4) Business Days') prior written noticebut excluding voluntary prepayments or prepayments to the extent necessary to meet the Extension Debt Yield Test or to terminate a Trigger Period, in each case if and to the Facility Agentextent permitted hereunder) shall be applied to the Note Components in ascending order of interest rate (i.e., first to the Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine; and (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or in the remaining amount of the Loan) Loan or prepayments to the extent necessary to meet the Extension Debt Yield Test or to terminate a Trigger Period, in each case if and to the extent permitted hereunder, shall be applied in forward order of maturity, inverse order of maturity or ratably at to the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall be applied Note Components pro rata against (A) with the FEC Tranche B Loan (excluding result that the Seventh Amendment Upsize Commitment and ratio of the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to principal balance of each FEC Lender's respective FEC Tranche B Commitment thereunderNote Component remains unchanged.

Voluntary Prepayment. The Borrower: (a) Borrower may, at its option, prepay the Debt in full or in part at any time and from time to time on time; provided, that, (A) no Event of Default is continuing as of the date of the applicable prepayment (other than for any Business Day, make prepayment in connection with a voluntary Default Release or the prepayment of the Debt in full in accordance with Section 2.7(c) hereof); (B) Borrower gives Lender not less than ten (10) days’ prior written notice (which notice shall be revocable and subject to modification) (a “Prepayment Notice”) of the amount of the Loan that Borrower intends to prepay and the intended date of prepayment; (C) intentionally omitted; and (D) Borrower pays Lender, in whole or in part, of addition to the outstanding principal amount of the Loan; provided that: (i) all such voluntary prepayments shall require Loan to be prepaid, (x) for prepayments all interest which would have accrued on or after the Disbursement Date made prior to the Actual Delivery Date in respect amount of the advance made on the Disbursement Date, at least two (2) Business Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agree), if all or any portion of the prepayment is Debt to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if such prepayment is to be made on prepaid through and including the last day of an the Interest Accrual Period for during which such prepayment occurs (all such interest payable under this clause (x), the Loan, four “Additional Interest”); (4) Business Days') prior written notice, in each case to the Facility Agent; andy) (iiI) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 other sums due and a multiple of $1,000,000 payable under this Agreement, the Note, and the other Loan Documents (or in the remaining amount of the Loanif any) and shall be applied (II) all of Lender’s reasonable, out-of-pocket costs and expenses (including reasonable actually incurred attorneys’ fees and disbursements) actually incurred by ▇▇▇▇▇▇ in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, connection with such prepayment or in connection with a rescinded or extended Prepayment Notice; and (z) if such prepayment occurs prior to the Open Prepayment Date, any Yield Maintenance Premium then being applied pro due and payable. Notwithstanding anything to the contrary contained in this Section 2.7(a), Borrower may rescind a Prepayment Notice upon delivery of written notice to Lender on or prior to the date specified for prepayment in the Prepayment Notice; provided Borrower shall be responsible for the reasonable, out-of-pocket costs and expenses actually incurred by Lender in connection with the rescission of such Prepayment Notice, including any reasonable actually incurred attorneys’ fees. Unless an Event of Default has occurred and is continuing, concurrently with any voluntary prepayment made pursuant to this Section 2.7(a), a simultaneous pro-rata prepayment of the Mortgage Loan and Mezzanine B Loan shall be made and Borrower shall provide Lender evidence reasonably satisfactory to each FEC Lender's respective FEC Tranche Lender of such prepayment of the Mortgage Loan and Mezzanine B Commitment thereunderLoan.

Voluntary Prepayment. The 11.1 Each Borrower may not prepay all or any part of the principal of the Loans borrowed by such Borrower payable on the Maturity Date in accordance with the provisions of Article 9 prior to the Maturity Date (hereinafter referred to as the “Prepayment” in this Article 11 and Article 12); provided, however, that this shall not apply if the Prepayment is made pursuant to Article 8 or Article 12, or if a Borrower:, in accordance with the procedures set forth in Articles 11.2 and 11.3 below, obtains prior approval in writing from the Lender. 11.2 If any Borrower desires to make a Prepayment for any amount borrowed by such Borrower, such Borrower shall give a written notice to the Lender by ten (10) Business Days prior to the date on which such Borrower desires to make such Prepayment (hereinafter referred to as the “Desired Prepayment Date” in this Article 11), and such notice shall state (a) may, from time the principal amount of the Loans with respect to time on any Business Day, which such Borrower desires to make a voluntary prepayment, in whole or in part, such Prepayment (which amount shall be the full amount of the outstanding principal amount of the Loan; provided that: Loans borrowed by such Borrower, or the amount of one hundred million yen (iJPY 100,000,000) all such voluntary prepayments or a whole multiple of one hundred million yen (JPY 100,000,000) in excess thereof.) The Lender shall require judge the acceptance of the Prepayment by eight (x) for prepayments on or after the Disbursement Date made 8) Business Days prior to the Actual Delivery Date in respect Desired Prepayment Date, and notify All Borrowers and All Guarantors of the advance made result. Failure to notify All Borrowers and All Guarantors of such result by eight (8) Business Days prior to the Desired Prepayment Date shall be deemed as the acceptance of the Prepayment by the Lender. Each notice in this Article 11.2 shall be sent by facsimile transmission or e-mail in PDF format. Such recipient of such notice shall confirm with the sender whether the recipient received by facsimile transmission or e-mail in PDF format the notice by phone. 11.3 If the Prepayment is approved or deemed approved in accordance with Article 11.2 and if the Desired Prepayment Date falls on the Disbursement any day other than an Interest Payment Date, at least the Lender shall notify All Borrower and All Guarantors of the amount of the Break Funding Cost by two (2) Business Days' Days prior written notice to the Facility AgentDesired Prepayment Date. The relevant Borrower shall, and (y) for all other prepaymentsin accordance with the provisions of Article 16, at least thirty (30) calendar days' prior written notice (or such shorter period as pay the Majority Lenders may agree), if all or any portion total sum of the prepayment is principal and the Break Funding Cost (if any) in respect of the Loans to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if prepaid by such prepayment is to be made Prepayment on the last day of an Interest Period for the Loan, four (4) Business Days') prior written notice, in each case to the Facility Agent; and (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or in the remaining amount of the Loan) and shall be applied in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunderDesired Prepayment Date.

Voluntary Prepayment. The Borrower: (a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount Prepayment of the Loan; provided that: (i) all such voluntary prepayments shall require (x) for prepayments on or after the Disbursement Date made prior Subject to the Actual Delivery Date in respect payment of any fees payable by the advance made on Borrower pursuant to Clause 11.3 (KEXIM Prepayment Fee), the Disbursement DateBorrower may, at least two if it gives the Administrative Agent and the ECA Agent not less than ten (210) Business Days' ’ prior written notice to notice, prepay the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agree), if all whole or any portion part of the prepayment is to be applied Loan (but if in prepayment part, being an amount that reduces, as applicable, the amount of (i) the FEC Tranche A LoanDelivery Term Facility by a minimum amount of $1,000,000 or any whole number multiples thereof, (ii) the New Term Facility by a minimum amount of $1,000,000 or otherwise at least five any whole number multiples thereof or (5iii) Business Days' (or, if such prepayment is to be made the Revolving Facility by a minimum amount of $1,000,000 or any whole number multiples thereof) on the last day of an Interest Period for in respect of the Loan, four (4) Business Days') prior written notice, in each case amount to the Facility Agent; andbe prepaid. (ii) all such voluntary partial prepayments shall be Other than the prepayment in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or in the remaining amount full of the LoanCommercial Tranche with the proceeds of the New Facilities, any partial prepayment of the Delivery Term Facility under this Clause 7.4 (i) and shall be applied to the outstanding principal amount of each Delivery Term Facility Advance according to the pro rata share of each Delivery Term Facility Tranche then outstanding under each such Delivery Term Facility Advance (provided that, at the option of the Facility Guarantor, the pro rata percentages of such partial prepayment attributable to the KEXIM Guaranteed Tranche and the KEXIM Funded Tranche outstanding under each Delivery Term Facility Advance may be reallocated between the KEXIM Guaranteed Tranche and the KEXIM Funded Tranche outstanding under each such Delivery Term Facility Advance) and (ii) shall reduce future installments, on a pro rata basis in forward order of maturity, inverse order payable in respect of maturity or ratably at each Delivery Term Facility Advance under Clause 6.2 (Scheduled Repayment of Advances), excluding the Borrower's option against final payments, other than prepayments pursuant to Clause 24.11(b) (Security shortfall), which shall reduce future installments, on a pro rata basis, payable in respect of each Delivery Term Facility Advance, including the remaining instalments; provided, however, that such final payments. (iii) Any partial prepayment of the New Term Facility under this Clause 7.4 (i) shall be applied between to the FEC Tranche A Loan outstanding principal amount of the New Term Facility Advance and (ii) shall reduce future installments, on a pro rata basis in order of maturity, payable in respect of the FEC Tranche B Loan as New Term Facility Advance under Clause 6.2 (Scheduled Repayment of Advances), excluding the Borrower may directfinal payment, provided that other than prepayments pursuant to Clause 24.11(b) (Security shortfall), which shall reduce future installments, on a pro rata basis in order of maturity, payable in respect of the event New Term Facility Advance, including the Borrower directs a final payment. (iv) Any partial prepayment to of the Delivery Term Facility under this Clause 7.4 shall be applied against the FEC Tranche B Loan such made together with a pro rata partial prepayment of the New Term Facility, and any partial prepayment of the New Term Facility under this Clause 7.4 shall be applied made together with a pro rata against (A) partial prepayment of the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunderDelivery Term Facility.

Voluntary Prepayment. The Borrower4.3.1 Any Borrower may voluntarily prepay any of the Loans advanced to it in full at any time PROVIDED that: (a) may, the Agent shall have received from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loan; provided that: GFC not less than ten (i) all such voluntary prepayments shall require (x) for prepayments on or after the Disbursement Date made prior to the Actual Delivery Date in respect of the advance made on the Disbursement Date, at least two (210) Business Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written Days notice (or in this Clause 4.3.1 a PREPAYMENT NOTICE) of its intention to make such shorter period as prepayment specifying the Majority Lenders may agree), if all or any portion of the prepayment is to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if date on which such prepayment is to be made on (the last day of an Interest Period for the Loan, four (4) Business Days') prior written notice, in each case to the Facility AgentPREPAYMENT DATE); and (iib) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or in the remaining amount of the Loan) and shall be applied in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that any such prepayment shall be applied between made in the FEC Tranche same currency as the relevant Advance; and (c) the Prepayment Date shall also be a Repayment Date. The Agent shall promptly inform the National Agents of the receipt of the Prepayment Notice. The relevant Borrower shall pay to the Agent in respect of each Loan being prepaid by it on the Prepayment Date the relevant Termination Amount as shall be notified to it by the Agent in writing. 4.3.2 No amount prepaid may be re-borrowed. 4.3.3 The relevant Borrower shall pay all amounts due under Clause 4.3.1 into the Proceeds Account for application in accordance with Clause 12.6 (APPLICATION OF PROCEEDS RECEIVED AS A RESULT OF A PREPAYMENT MADE PURSUANT TO CLAUSES 4.3, 4.6, 4.8 AND 4.10). 4.3.4 Provided that no Relevant Event or Termination Event has occurred and is continuing, upon irrevocable receipt in full of the amounts set out in Clause 4.3.1 by the Agent, the Security Trustee shall confirm in writing to GFC that the Secured Loan Obligations in respect of the Loans that have been prepaid have been satisfied in full at which time title to the relevant Aircraft shall be transferred by the relevant Borrower' in accordance with the relevant Credit Sale Agreement. Upon title transferring to such person as is nominated by GFC, at the request and cost of GFC, the Security Trustee shall release the English Law Mortgage, the Mortgage, the Borrower Security Assignment and the FEC Tranche B Loan as Lease Security Assignment in respect of the Borrower Loans that have been prepaid and take such other action which GFC may direct, provided that reasonably request of it in the event the Borrower directs a partial prepayment order to be applied against the FEC Tranche B Loan effect such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunderreleases.

Voluntary Prepayment. The Borrower: (a) mayBorrower is prohibited from prepaying principal during the Borrowing Period. Thereafter, at any time and from time to time on any Business Daytime, make subject to the following prepayment fees, Borrower may prepay all or a voluntary prepayment, in whole or in part, portion of this Promissory Note commencing upon the termination of the outstanding principal Borrowing Period and continuing for a twelve (12) month period thereafter by tendering with such prepayment a prepayment fee of three percent (3%) of the amount of the Loan; provided that: prepayment. Commencing at the beginning of the thirteenth (i13th) all such voluntary prepayments shall require (x) for prepayments on or month after the Disbursement Date made prior to termination of Page 3 of 7 Pages the Actual Delivery Date in respect of the advance made on the Disbursement DateBorrowing Period and for a twelve (12) month period thereafter, at least two (2) Business Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agree), if all or any portion of the prepayment is to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for the Loan, four (4) Business Days') prior written notice, in each case to the Facility Agent; and (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or in the remaining amount of the Loan) and shall be applied in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between accompanied by a prepayment fee of two percent (2%) of the FEC Tranche A Loan amount of the prepayment. Commencing at the beginning of the twenty-fifth (25th) month after the termination of the Borrowing Period and the FEC Tranche B Loan as the Borrower may directcontinuing for a period of twelve (12) months thereafter, provided that in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan any such partial prepayment shall be applied pro rata accompanied by a prepayment fee of one percent (1%) of the amount of the prepayment. Thereafter, there shall be no prepayment fee. In the event Borrower does not tender a prepayment fee as required herein, Lender may deduct same from the amount of any tendered prepayment and apply the remainder of the payment against the Obligations owing under this Promissory Note and the Credit Agreement. Any such prepayments shall not delay or reduce the next-due monthly installments. The prepayment fees referenced herein are understood to compensate the Lender for its costs associated with the Lender's commitment of funds and other expenses associated with the providing of this credit facility to Borrower. The prepayment penalties hereunder shall not apply to principal payments which are collected by the Servicer through the natural payment or pre-payment of the Pledged Accounts by the Account Debtors during the Borrowing Period or the Amortization Period, nor shall it apply to the relocation of Pledged Accounts from this credit facility to any other credit facility between Lender and Borrower. Such prepayments on Pledged Accounts by Account Debtors shall apply to B▇▇▇▇▇▇▇'s installments in the order of their maturity. Moreover, the prepayment penalties hereunder shall not apply to prepayments from receivables securitization or other like financing proceeds so long as (Aa) Lender has been engaged by Borrower to negotiate and effectuate the contemplated securitization or other like financing, (b) the FEC Tranche B Loan receivables which are the subject of the contemplated securitization or other like financing are aged at least twelve (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment)12) months or more, (B) the Seventh Amendment Upsize Commitment and (Cc) at least Ten Million Dollars ($10,000,000) of principal continues to be owed and outstanding under this Promissory Note after the Former Hermes Commitmentclosing and funding of the contemplated securitization or other like financing. Term and Maturity. If not otherwise paid, with such prepayment then being applied pro rata all unpaid principal and accrued but unpaid interest plus any other sums due hereunder shall be immediately due and payable on or before the Maturity Date. This Promissory Note is subject to each FEC Lender's respective FEC Tranche B Commitment thereunderacceleration upon the occurrence of an Event of Default or as set forth below and in the Credit Agreement.

Voluntary Prepayment. The Borrower: (a) may, from time Borrowers shall be entitled to time on any Business Day, make a voluntary prepayment, in whole or in part, prepay all (and not less than all) of the outstanding Obligations without discount, at any time either before or after an Event of Default. Each such prepayment shall be subject to the Prepayment Fee (including the Make-Whole Amount component thereof, as applicable prior to the Make-Whole Date) in the amount specified Section 2.2(b) below. (b) In the event that for any reason (including without limitation as a result of any voluntary prepayment of the Loan, any acceleration of the Loan resulting from an Event of Default, any foreclosure and sale of Collateral, or any sale of Collateral in any bankruptcy or insolvency proceeding), any principal amount of the Loan; provided that:Loan(s) is prepaid prior to the Maturity Date due hereunder, then, in addition to the amount of the Subject Principal Payment and all unpaid accrued interest and other amounts due thereon, Each Borrower immediately shall be required to jointly and severally pay to the Lender a prepayment fee (the “Prepayment Fee”) (as liquidated damages and compensation for the cost of the Lender making the Loans) in an amount equal to the amount set forth in the Fee Letter based on the applicable date of such prepayment. (ic) all such voluntary prepayments shall require Each Borrower acknowledges and agrees that (x) for prepayments on or after the Disbursement Date made prior provisions of this Section 2.2(b) shall remain in full force and effect notwithstanding any rescission by Lender of an acceleration with respect to the Actual Delivery Date in respect of the advance made on the Disbursement Date, at least two (2) Business Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agree), if all or any portion of the prepayment Obligations pursuant to Section 8.1 or otherwise, (y) payment of any Prepayment Fee under this paragraph constitutes liquidated damages and not a penalty and (z) the actual amount of damages to Lender or profits lost by ▇▇▇▇▇▇ as a result of such early payment or termination would be impracticable and extremely difficult to ascertain, and the Prepayment Fee under this Section 2.2(b) is to be applied in prepayment provided by mutual agreement of the FEC Tranche A Loan, Borrowers and ▇▇▇▇▇▇ as a reasonable estimation and calculation of such lost profits or otherwise at least five (5) Business Days' (or, if damages of the Borrowers and Lender. All such prepayment is to be made on the last day of an Interest Period for the Loan, four (4) Business Days') prior written notice, in each case to the Facility Agent; and (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or applied to the outstanding payments set forth on the Payment Schedule in the remaining amount of Loan Chart in the Loan) and shall be applied in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereundermaturities thereof.

Voluntary Prepayment. The Borrower: (a) Borrower may, at its option, prepay the Debt in full or in part at any time and from time to time on time; provided, that, (A) no Event of Default is continuing as of the date of the applicable prepayment (other than for any Business Day, make prepayment in connection with a voluntary Default Release or the prepayment of the Debt in full in accordance with Section 2.7(c) hereof); (B) Borrower gives Lender not less than ten (10) days’ prior written notice (which notice shall be revocable and subject to modification) (a “Prepayment Notice”) of the amount of the Loan that Borrower intends to prepay and the intended date of prepayment; (C) intentionally omitted; and (D) Borrower pays Lender, in whole or in part, of addition to the outstanding principal amount of the Loan; provided that: (i) all such voluntary prepayments shall require Loan to be prepaid, (x) for prepayments all interest which would have accrued on or after the Disbursement Date made prior to the Actual Delivery Date in respect amount of the advance made on the Disbursement Date, at least two (2) Business Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agree), if all or any portion of the prepayment is Debt to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if such prepayment is to be made on prepaid through and including the last day of an the Interest Accrual Period for during which such prepayment occurs (all such interest payable under this clause (x), the Loan, four “Additional Interest”); (4) Business Days') prior written notice, in each case to the Facility Agent; andy) (iiI) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 other sums due and a multiple of $1,000,000 payable under this Agreement, the Note, and the other Loan Documents (or in the remaining amount of the Loanif any) and shall be applied (II) all of Lender’s reasonable, out-of-pocket costs and expenses (including reasonable actually incurred attorneys’ fees and disbursements) actually incurred by ▇▇▇▇▇▇ in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, connection with such prepayment or in connection with a rescinded or extended Prepayment Notice; and (z) if such prepayment occurs prior to the Open Prepayment Date, any Yield Maintenance Premium then being applied pro due and payable. Notwithstanding anything to the contrary contained in this Section 2.7(a), Borrower may rescind a Prepayment Notice upon delivery of written notice to Lender on or prior to the date specified for prepayment in the Prepayment Notice; provided Borrower shall be responsible for the reasonable, out-of-pocket costs and expenses actually incurred by Lender in connection with the rescission of such Prepayment Notice, including any reasonable actually incurred attorneys’ fees. Unless an Event of Default has occurred and is continuing, concurrently with any voluntary prepayment made pursuant to this Section 2.7(a), a simultaneous pro-rata prepayment of each Mezzanine Loan shall be made and Borrower shall provide Lender evidence reasonably satisfactory to each FEC Lender's respective FEC Tranche B Commitment thereunderLender of such prepayment of the Mezzanine Loans.

Voluntary Prepayment. The Borrower: (ai) mayProvided no Event of Default has occurred and is continuing, from time the Borrower may upon not less than three (3) Business Days’ prior written notice (which may be conditional until the actual prepayment of the Loans) to time on any Business Daythe relevant Facility Agent and the Security Trustee, make a voluntary prepayment, voluntarily prepay the Loans in whole or in partpart (but if in part in an amount not less than $1,000,000 or such lesser amount as shall equal the entire outstanding principal amount of the Notes); provided, that for so long as such prepayment notice remains conditional, the Lenders shall not break their funding in respect of the relevant Loans until the actual prepayment of such Loans. Any prepayment under this paragraph (b) shall be made by paying to the Security Trustee for the benefit of the relevant Lender Group, an amount equal to the sum of (i) the outstanding principal amount of the Loan designated in such notice, (ii) all interest accrued and unpaid on the amount specified in clause (i), (iii) Prepayment Fee, if any, (iv) Breakage Costs, if any (net of Swap Breakage Gain, if any), and (v) all other amounts, if any, then due and payable to the Lenders under the Basic Agreements or under the applicable Notes as of the date of prepayment but otherwise without any Liquidity Breakage or prepayment penalty. In the event that a prepayment notice remains conditional on the date that the Lenders would have otherwise broken their funding for the relevant Loan, the Lenders shall provide Borrower with an estimate of their Breakage Costs based on the proposed date of prepayment, which amount shall be deposited by the Borrower with the Security Trustee on behalf of the relevant Lender Group on or prior to the date of prepayment, with any shortfall or excess (including any differential resulting from the breaking of funds on or about the date of prepayment instead of any earlier period required by the Swap Form or LIBOR market practice) to be paid by Borrower (in the case of a shortfall) or by the applicable Lenders (in the case of any excess) no later than three (3) Business Days following the prepayment date. Any partial prepayment pursuant to this paragraph 1000301987v14 Exhibit 10.1 (b) shall be applied to remaining repayment installments of the outstanding principal amount of the Loan; provided that: (i) all such voluntary prepayments shall require (x) for prepayments on or after the Disbursement Date made prior to the Actual Delivery Date in respect of the advance made on the Disbursement Date, at least two (2) Business Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agree), if all or any portion of the prepayment is to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for the Loan, four (4) Business Days') prior written notice, in each case to the Facility Agent; and (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or Loan in the remaining amount of the Loan) and shall be applied in forward inverse order of maturity. For the avoidance of doubt, inverse order of maturity or ratably at any amounts voluntarily prepaid by the Borrower pursuant to this Section 2.4(b)(i) will not be available for re-drawing by the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunder.

Voluntary Prepayment. The BorrowerBorrower shall have the right, upon giving the Lender not less than five (5) Banking Days’ notice in writing, to prepay, without penalty or prepayment fee, part or all of the Loan, in each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from the Borrower to the Lender hereunder or pursuant to the other Finance Documents and all interest accrued thereon, provided, that: (a) may, from time the giving of such notice by the Borrower will irrevocably commit the Borrower to time on any Business Day, make a voluntary prepayment, prepay such amount as stated in whole or in part, of the outstanding principal amount of the Loan; provided that:such notice; (ib) all such voluntary prepayments if the Borrower shall require (x) for prepayments on or after the Disbursement Date made prior request consent to the Actual Delivery Date in respect of the advance made on the Disbursement Date, at least two (2) Business Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agree), if all or any portion of the prepayment is to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if make such prepayment is to be made on a day other than the last day of an Interest Period for the Loan, four (4) Business Days') prior written noticeBorrower will pay, in each case addition to the Facility Agentamount to be prepaid, any such sum as may be payable to the Lender pursuant to Clause 10.1 (Indemnity); (c) each such prepayment shall be in an amount of $100,000 or a whole multiple thereof or the balance of the Loan and will be applied by the Lender in or towards prepayment of the Balloon Instalment and then the remaining Repayment Instalments in the inverse chronological order of maturity; (d) every notice of prepayment shall be effective only on actual receipt (including by fax) by the Lender, shall be irrevocable and shall oblige the Borrower to make such prepayment on the date specified; (e) the Borrower has provided evidence satisfactory to the Lender that any consent required by the Borrower or any Security Party in connection with the prepayment has been obtained and remains in force, and that any regulation relevant to this Agreement which affects the Borrower or any Security Party has been complied with; (f) no amount prepaid may be re-borrowed; and (iig) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or in the remaining amount of the Loan) and shall be applied in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan as the Borrower may directnot prepay the Loan or any part thereof, save as expressly provided that in this Agreement or as otherwise agreed by the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunder.

Voluntary Prepayment. The Borrower: (a) mayBorrower shall have the right, from time at its option, upon 30 days’ prior written notice to time on any Business DayLender, make a voluntary prepayment, to prepay the Loan in whole or in partpart at any time, of the outstanding principal amount of the Loan; provided that: that (i) all if such voluntary prepayments shall require (x) for prepayments on or after the Disbursement Date prepayment is made prior to the Actual Delivery Date in respect Par Prepayment Date, Borrower shall pay to Lender simultaneously with such prepayment the applicable Spread Maintenance Premium, (ii) there is a simultaneous and pro-rata prepayment of the advance made on the Disbursement Date, at least two (2) Business Days' prior written notice to the Facility AgentMezzanine Loan, and (yiii) for all other prepaymentsthat no prepayment shall be permitted on any date during the period commencing on the first calendar day immediately following a Payment Date to, at least thirty (30) but not including, the Determination Date in such calendar days' prior written notice (or such shorter period as the Majority Lenders may agree), if all or any portion of the prepayment is to be applied in month. No prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if such prepayment is to Mezzanine Loan shall be made on the last day unless there is a simultaneous and pro-rata prepayment of an Interest Period for the Loan, four (4) Business Days') prior written notice, in each case with the result that the ratio of the Principal Indebtedness to the Facility Agent; and (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or in the remaining amount of the Loan) and shall be applied in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalmentsMezzanine Loan Principal Indebtedness remains unchanged; provided, however, notwithstanding the foregoing, Borrower shall not be required to make any prior or simultaneous prepayment of the Loan in connection with a prepayment of any portion of the Mezzanine Loan provided that such prepayment is (i) a Permitted Mezzanine Prepayment or (ii) funded by equity of the Mezzanine Borrower pursuant to capital contributions to the Mezzanine Borrower from the equity owners thereof, provided further that any such prepayment pursuant to this clause (ii) shall not be made from funds constituting Revenues or other funds directly derived from the Properties. Each such prepayment that is made on a Payment Date shall be applied between accompanied by all interest and a repayment of principal in an amount equal to the FEC Tranche A Loan applicable Monthly Amortization Amount that would otherwise have been due on such Payment Date had the prepayment not occurred, and each such prepayment that is not made on a Payment Date shall be accompanied by all interest and a repayment of principal in an amount equal to the FEC Tranche B Loan as applicable Monthly Amortization Amount that would have been due on the next succeeding Payment Date had the prepayment not occurred. Following any such prepayment, Borrower may directrelease or transfer, provided that in free and clear of the event Lien of the Borrower directs Loan Documents, a partial prepayment portion of the notional amount of the Interest Rate Cap Agreement equal to be applied against the FEC Tranche B Loan amount of such prepayment. Any partial prepayment shall be applied to the last payments of principal due under the Loan. Borrower’s notice of prepayment shall create an obligation of Borrower to prepay the Loan as set forth therein, but may be rescinded with five days’ written notice to Lender (subject to payment of any actual, documented out-of-pocket costs and expenses resulting from such rescission). Any prepayment made on or after the Par Prepayment Date will not require the payment of any Spread Maintenance Premium. For the avoidance of doubt, Borrower shall have the right to prepay the Loan in part in accordance with the terms of this Section 2.1 for any other reason in order to comply with or to satisfy any of the provisions of, and otherwise pursuant to, this Agreement (provided that Lender shall not in any event be obligated to accept the cure of any Event of Default unless (x) such Event of Default can be cured solely by the payment of money, (y) no other non-monetary Event of Default shall then be continuing and (z) immediately after the occurrence of such prepayment no Event of Default shall exist under the Loan Documents). (b) Notwithstanding the foregoing Section 2.1(a), provided that no Event of Default has occurred and is continuing as of the date of any prepayment, Borrower shall be permitted, at its option voluntarily, to prepay the Loan in part at any time without the requirement to pay concurrently therewith any Spread Maintenance Premium prior to and until the total amount of the principal balance of the Loan that has been prepaid, in the aggregate, equals $102,400,000.00; provided that Borrower shall comply with the other terms and conditions of Section 2.1(a) hereof (e.g., other than the payment of any Spread Maintenance Premium). (c) Any voluntary principal prepayments received on the Loan when no Event of Default exists shall be applied by Lender, after application of any accompanying payment of the Monthly Amortization Amount (i) other than with respect to the Permitted Mezzanine Prepayments, between the Loan and the Mezzanine Loan, pro rata against rata, and (ii) among the Note Components (A) first, to Component A until the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment)Component Outstanding Principal Balance of Component A is reduced to zero, (B) second, to Component B until the Seventh Amendment Upsize Commitment and Component Outstanding Principal Balance of Component B is reduced to zero, (C) third, to Component C until the Former Hermes CommitmentComponent Outstanding Principal Balance of Component C is reduced to zero, with such prepayment then being applied pro rata (D) fourth, to each FEC Lender's respective FEC Tranche B Commitment thereunderComponent D until the Component Outstanding Principal Balance of Component D is reduced to zero, (E) fifth, to Component E until the Component Outstanding Principal Balance of Component E is reduced to zero, and (F) sixth, to Component F until the Component Outstanding Principal Balance of Component F is reduced to zero. The terms and conditions of this Section 2.1 do not apply to mandatory prepayments of the Loan.

Voluntary Prepayment. The Borrower: (a) mayExcept as provided in this Section 2.7 and Section 2.10 hereof, from time Borrower shall not have the right to time on any Business Day, make a voluntary prepayment, prepay the Loan in whole or in part. Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon prior notice to Lender as set forth herein, prepay the outstanding principal amount of the LoanDebt in whole or in part on any Business Day; provided that: that (i) the Mortgage Loan and the Mezzanine A Loan shall be simultaneously prepaid on a pro-rata basis with the Loan in connection with such prepayment in accordance with the terms and conditions of Section 2.7(a) of the Mortgage Loan Agreement and Section 2.7(a) of the Mezzanine A Loan Agreement, respectively, and (ii) such prepayment is accompanied by payment of the Breakage Costs, the Prepayment Premium and the applicable Interest Shortfall. Lender shall not be obligated to accept any prepayment pursuant to this Section 2.7(a) unless it is accompanied by payment of the Breakage Costs, the Prepayment Premium and the applicable Interest Shortfall (if any) due in connection therewith. In the event that Borrower shall prepay the Debt in accordance with the terms and conditions of this Section 2.7(a) on a date from (and including) the tenth (10th) day of a calendar month through (and including) the fourteenth (14th) day of a calendar month, Borrower shall pay to Lender (together with all other amounts owed to Lender pursuant to this Section 2.7(a)) the Interest Shortfall estimated by Lender to be due in connection with such voluntary prepayments prepayment; provided, that, once the Interest Rate for the next occurring Interest Accrual Period can be determined, Lender shall require calculate the actual Interest Shortfall required to be paid by Borrower for such prepayment and (x) for prepayments on or after if the Disbursement Date made prior Interest Shortfall paid to the Actual Delivery Date Lender is in respect excess of the advance made on the Disbursement Dateamount required to be paid pursuant to this Section 2.7(a), at least two (2) Business Days' prior written notice Lender shall promptly return to the Facility Agent, Borrower such excess amount and (y) if the Interest Shortfall is less than the amount required to be paid to Lender pursuant to this Section 2.7(a), Borrower shall pay to Lender the amount of such deficiency within three (3) Business Days of notice to Borrower from Lender. Any prepayment received by Lender on a date other than a Monthly Payment Date shall be held by Lender as collateral security for all other prepaymentsthe 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. As a condition to any voluntary prepayment pursuant to this Section 2.7(a), Borrower shall give Lender revocable written notice (a “Prepayment Notice”) of its intent to prepay, which notice must be given at least thirty (30) calendar days' days prior written notice (or such shorter period as to the Majority Lenders may agree), if all or any portion of the Business Day upon which prepayment is to be applied in prepayment of made and must specify the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if Day on which such prepayment is to be made, provided, that, if such voluntary prepayment in accordance with the terms and conditions of this Section 2.7(a) is being made on in order to satisfy either (i) the last day Debt Yield requirement for Borrower’s exercise of an Interest Period for its Extension Option in accordance with the Loan, four (4) Business Days') prior written notice, in each case to the Facility Agent; and terms and conditions of Section 2.9 hereof or (ii) all the Debt Yield test in connection with the Release of an Individual Property in accordance with the terms and conditions of Section 2.10 hereof, Borrower shall give Lender a Prepayment Notice of its intent to prepay at least seven (7) days prior to the then applicable Maturity Date or the date of the proposed Release, as applicable, and Borrower must specify the Business Day on which such voluntary partial prepayments prepayment is to be made. Borrower shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 permitted to revoke its Prepayment Notice upon three (or in the remaining amount of the Loan3) and shall be applied in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan as the Borrower may direct, Business Days prior written notice to Lender provided that Borrower pays to Lender all of Lender’s reasonable out-of-pocket costs and expenses in connection with such revocation, including, without limitation, any Breakage Costs or similar expenses. Borrower hereby agrees that, in the event Borrower delivers a Prepayment Notice and fails to prepay the Borrower directs a partial prepayment to be applied against Loan in accordance with the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment Prepayment Notice and the Former Hermes Commitmentterms of this Section 2.7(a), (B) Borrower shall pay Lender all reasonable out-of-pocket costs and expenses incurred by Lender, including, without limitation, any Breakage Costs or similar expenses, as a result of such failure to prepay the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunderLoan.

Voluntary Prepayment. The Borrower: (ai) Borrower may, at its option, prepay the Debt in full or in part at any time and from time to time time; provided, that, (A) no Event of Default is continuing as of the date of the applicable prepayment (other than for any prepayment in connection with a Default Release or the prepayment of the Debt in full in accordance with Section 2.7(c) hereof); (B) Borrower gives Lender not less than ten (10) days’ prior written notice (which notice shall be revocable and subject to modification) (a “Prepayment Notice”) of the amount of the Loan that Borrower intends to prepay and the intended date of prepayment; (C) if such prepayment is made during the period commencing on any the first calendar day immediately following a Monthly Payment Date to, but not including, the Periodic Term SOFR Determination Date (or if the Benchmark is not the Term SOFR Reference Rate, the Determination Date) in such calendar month, Borrower shall pay to Lender the Interest Shortfall amount for the current and next Interest Accrual Period, if any, estimated by Lender to be due in connection with such prepayment; provided, that once the Interest Rate for the next occurring Interest Accrual Period can be determined, Lender shall calculate the actual amount of interest required to be paid by Borrower for such prepayment and (x) if the Interest Shortfall paid to Lender is in excess of the amount required to be paid pursuant to this Section 2.7(a)(i), Lender shall promptly return to Borrower such excess amount and (y) if the Interest Shortfall is less than the amount required to be paid pursuant to this Section 2.7(a)(i) Borrower shall pay to Lender within three (3) Business DayDays of notice from Lender, make a voluntary prepaymentthe amount of such deficiency; and (D) Borrower pays Lender, in whole or in part, of addition to the outstanding principal amount of the Loan; provided that: (i) all such voluntary prepayments shall require Loan to be prepaid, (x) for prepayments all interest which would have accrued on or after the Disbursement Date made prior amount of the Debt to be prepaid through and including the last day of the Interest Accrual Period related to the Actual Delivery Monthly Payment Date in respect next occurring following the date of the advance made on the Disbursement Datesuch prepayment, at least two (2) Business Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agree), if all or any portion of the prepayment is to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if such prepayment is occurs on a Monthly Payment Date, interest which would have accrued on the amount of the Debt to be made on prepaid through and including the last day of an the Interest Accrual Period related to such Monthly Payment Date (all such interest payable under this clause (x), the “Additional Interest”); (y) (I) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to the actual Breakage Costs (if any and provided that if such prepayment includes the payment of Additional Interest, no Breakage Costs shall be payable to Lender) and (II) all of Lender’s reasonable, out-of-pocket costs and expenses (including reasonable actually incurred attorneys’ fees and disbursements) actually incurred by Lender in connection with such prepayment or in connection with a rescinded or extended Prepayment Notice; and (z) subject to Section 2.7(a)(ii), if such prepayment occurs prior to the Open Prepayment Date and such prepaid amount is in excess of the Free Prepayment Amount, any Prepayment Premium then due and payable on the amount of such excess over the Free Prepayment Amount. Notwithstanding anything to the contrary contained in this Section 2.7(a)(i), Borrower may rescind a Prepayment Notice upon delivery of written notice to Lender on or prior to the date specified for prepayment in the Prepayment Notice; provided Borrower shall be responsible for the Loanreasonable, four (4) Business Days') prior written noticeout-of-pocket costs and expenses actually incurred by Lender in connection with the rescission of such Prepayment Notice, in each case to the Facility Agent; andincluding any applicable actual Breakage Costs and reasonable actually incurred attorneys’ fees. (ii) all such voluntary partial prepayments shall be Notwithstanding the other provisions of this Section 2.7(a), at any time and from time to time after the Closing Date, including prior to the Open Prepayment Date, Borrower may prepay a portion of the Loan in an aggregate minimum amount up to $220,000,000 (the “Free Prepayment Amount” and each such prepayment, an “Initial 20% Prepayment”) without being obligated to pay a Prepayment Premium or other prepayment penalty, premium or charge, provided (A) no Event of Default is continuing as of the date of the applicable prepayment (other than for any prepayment in connection with a Default Release); (B) Borrower provides a Prepayment Notice to Lender in the manner specified in Section 2.7(a)(i); (C) if such prepayment is made during the period commencing on the first calendar day immediately following a Monthly Payment Date to, but not including, the Periodic Term SOFR Determination Date (or if the Benchmark is not the Term SOFR Reference Rate, the Determination Date) in such calendar month, Borrower shall pay to Lender the Interest Shortfall amount, if any, estimated by Lender to be due in connection with such prepayment; provided, that once the Interest Rate for the next occurring Interest Accrual Period can be determined, Lender shall calculate the actual amount of $10,000,000 interest required to be paid by Borrower for such prepayment and a multiple (x) if the Interest Shortfall paid to Lender is in excess of $1,000,000 the amount required to be paid pursuant to this Section 2.7(a)(ii), Lender shall promptly return to Borrower such excess amount and (or y) if the Interest Shortfall is less than the amount required to be paid pursuant to this Section 2.7(a)(ii), Borrower shall pay to Lender within three (3) Business Days of notice from Lender, the amount of such deficiency; and (D) Borrower pays Lender, in addition to the remaining outstanding principal amount of the LoanDebt to be prepaid, (x) Additional Interest and (y) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to the actual Breakage Costs (if any and provided that if such prepayment includes the payment of Additional Interest, no Breakage Costs shall be payable to Lender) and all of Lender’s reasonable, out-of-pocket costs and expenses (including reasonable actually incurred attorneys’ fees and disbursements) actually incurred by Lender in connection with such prepayment. Any Casualty/Condemnation Prepayment, prepayments of the Loan in connection with the terms and conditions of Section 2.7(b) hereof or prepayments of the Loan made in connection with a Default Release, each in accordance with the terms and conditions hereof, shall not constitute an Initial 20% Prepayment and shall not count toward the Free Prepayment Amount. (iii) Unless an Event of Default has occurred and is continuing, concurrently with any voluntary prepayment made pursuant to this Section 2.7(a), a simultaneous pro-rata prepayment of the Mezzanine Loan shall be applied in forward order made and Borrower shall provide Lender evidence reasonably satisfactory to Lender of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between of the FEC Tranche A Loan and the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunderMezzanine Loan.

Voluntary Prepayment. The Borrower: (a) mayExcept as provided in this Section 2.7 and Section 2.10 hereof, from time Borrower shall not have the right to time on any Business Day, make a voluntary prepayment, prepay the Loan in whole or in part. Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon prior notice to Lender as set forth herein, prepay the outstanding principal amount of the LoanDebt in whole or in part on any Business Day; provided that: that (i) the Mortgage Loan and the Mezzanine B Loan shall be simultaneously prepaid on a pro-rata basis with the Loan in connection with such prepayment in accordance with the terms and conditions of Section 2.7(a) of the Mortgage Loan Agreement and Section 2.7(a) of the Mezzanine B Loan Agreement, respectively, and (ii) such prepayment is accompanied by payment of the Breakage Costs, the Prepayment Premium and the applicable Interest Shortfall. Lender shall not be obligated to accept any prepayment pursuant to this Section 2.7(a) unless it is accompanied by payment of the Breakage Costs, the Prepayment Premium and the applicable Interest Shortfall (if any) due in connection therewith. In the event that Borrower shall prepay the Debt in accordance with the terms and conditions of this Section 2.7(a) on a date from (and including) the tenth (10th) day of a calendar month through (and including) the fourteenth (14th) day of a calendar month, Borrower shall pay to Lender (together with all other amounts owed to Lender pursuant to this Section 2.7(a)) the Interest Shortfall estimated by Lender to be due in connection with such voluntary prepayments prepayment; provided, that, once the Interest Rate for the next occurring Interest Accrual Period can be determined, Lender shall require calculate the actual Interest Shortfall required to be paid by Borrower for such prepayment and (x) for prepayments on or after if the Disbursement Date made prior Interest Shortfall paid to the Actual Delivery Date Lender is in respect excess of the advance made on the Disbursement Dateamount required to be paid pursuant to this Section 2.7(a), at least two (2) Business Days' prior written notice Lender shall promptly return to the Facility Agent, Borrower such excess amount and (y) if the Interest Shortfall is less than the amount required to be paid to Lender pursuant to this Section 2.7(a), Borrower shall pay to Lender the amount of such deficiency within three (3) Business Days of notice to Borrower from Lender. Any prepayment received by Lender on a date other than a Monthly Payment Date shall be held by Lender as collateral security for all other prepaymentsthe 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. As a condition to any voluntary prepayment pursuant to this Section 2.7(a), Borrower shall give Lender revocable written notice (a “Prepayment Notice”) of its intent to prepay, which notice must be given at least thirty (30) calendar days' days prior written notice (or such shorter period as to the Majority Lenders may agree), if all or any portion of the Business Day upon which prepayment is to be applied in prepayment of made and must specify the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if Day on which such prepayment is to be made, provided, that, if such voluntary prepayment in accordance with the terms and conditions of this Section 2.7(a) is being made on in order to satisfy either (i) the last day Debt Yield requirement for Borrower’s exercise of an Interest Period for its Extension Option in accordance with the Loan, four (4) Business Days') prior written notice, in each case to the Facility Agent; and terms and conditions of Section 2.9 hereof or (ii) all the Debt Yield test in connection with the Release of an Individual Property in accordance with the terms and conditions of Section 2.10 hereof, Borrower shall give Lender a Prepayment Notice of its intent to prepay at least seven (7) days prior to the then applicable Maturity Date or the date of the proposed Release, as applicable, and Borrower must specify the Business Day on which such voluntary partial prepayments prepayment is to be made. Borrower shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 permitted to revoke its Prepayment Notice upon three (or in the remaining amount of the Loan3) and shall be applied in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan as the Borrower may direct, Business Days prior written notice to Lender provided that Borrower pays to Lender all of Lender’s reasonable out-of-pocket costs and expenses in connection with such revocation, including, without limitation, any Breakage Costs or similar expenses. Borrower hereby agrees that, in the event Borrower delivers a Prepayment Notice and fails to prepay the Borrower directs a partial prepayment to be applied against Loan in accordance with the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment Prepayment Notice and the Former Hermes Commitmentterms of this Section 2.7(a), (B) Borrower shall pay Lender all reasonable out-of-pocket costs and expenses incurred by Lender, including, without limitation, any Breakage Costs or similar expenses, as a result of such failure to prepay the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunderLoan.

Voluntary Prepayment. The Borrower: (a) may, The Borrowers shall have the right at any time and from time to time on to prepay any Business Day, make a voluntary prepaymentBorrowing, in whole or in part, following written or fax notice (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent not later than 12:00 (noon), New York City time, (i) three Business Days prior to the date of prepayment, in the case of Term SOFR Loans denominated in Dollars, (ii) four Business Days prior to the date of prepayment, in the case of Eurocurrency Loans denominated in a Designated Foreign Currency and (iii) one Business Day prior to the date of prepayment, in the case of ABR Loans; provided, however, that (x) each partial prepayment shall be in an amount that is an integral multiple of the outstanding principal amount Borrowing Multiple and not less than the Borrowing Minimum and (y) at the applicable Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment may not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. (b) Notwithstanding anything to the contrary contained in this Section 2.12 or any other provision of this Agreement and without otherwise limiting the rights in respect of prepayments of the Loan; provided thatLoans, so long as no Event of Default has occurred and is continuing, Holdings, any Borrower or any of their Subsidiaries (each, a “Repurchaser”) may repurchase outstanding Term Loans pursuant to this Section 2.12 on the following basis: (i) all such voluntary prepayments shall require The Repurchaser may conduct one or more auctions (xeach, an “Auction”) for prepayments on or after the Disbursement Date made prior to the Actual Delivery Date in respect of the advance made on the Disbursement Date, at least two (2) Business Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agree), if repurchase all or any portion of the prepayment is Term Loans of any Class by providing written notice to be applied in prepayment the Administrative Agent (for distribution to the Term Lenders of the FEC Tranche A Loan, or otherwise at least five related Class) identifying the Term Loans that will be the subject of the Auction (5) Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for the Loan, four (4) Business Days') prior written notice, in each case to the Facility Agent; and (ii) all such voluntary partial prepayments “Auction Notice”). Each Auction Notice shall be in an aggregate a form reasonably acceptable to the Administrative Agent and shall contain (x) the total cash value of the bid, in a minimum amount of $10,000,000 and a multiple or €10,000,000, as the case may be, with minimum increments of $1,000,000 or €1,000,000, as the case may be (the “Auction Amount”) and (y) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans at issue that represents the range of purchase prices that could be paid in the Auction; (ii) In connection with any Auction, each Term Lender of the related Class may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Administrative Agent and shall specify (x) a discount to par that must be expressed as a price (the “Reply Discount”), which must be within the Discount Range, and (y) a principal amount of Term Loans which must be in increments of $1,000,000 or €1,000,000, as the case may be, or in an amount equal to the Term Lender’s entire remaining amount of such Term Loans (the Loan“Reply Amount”). Term Lenders may only submit one Return Bid per Auction. In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Acceptance in a form reasonably acceptable to the Administrative Agent; (iii) Based on the Reply Discounts and Reply Amounts received by the Administrative Agent, the Administrative Agent, in consultation with the Repurchaser, will determine the applicable discount (the “Applicable Discount”) for the Auction, which will be the lowest Reply Discount for which the Repurchaser can complete the Auction at the Auction Amount; provided that, in the event that the Reply Amounts are insufficient to allow the Repurchaser to complete a purchase of the entire Auction Amount (any such Auction, a “Failed Auction”), the Repurchaser shall either, at its election, (x) withdraw the Auction or (y) complete the Auction at an Applicable Discount equal to the highest Reply Discount. The Repurchaser shall purchase Term Loans subject to such Auctions (or the respective portions thereof) from each applicable Term Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) at the Applicable Discount; provided, further, that if the aggregate proceeds required to purchase all Term Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, the Repurchaser shall purchase such Term Loans at the Applicable Discount ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Administrative Agent). Each participating Term Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due; (iv) Once initiated by an Auction Notice, the Repurchaser may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Term Lender of a Qualifying Bid, such Term Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount; (v) With respect to all repurchases made by the Repurchaser pursuant to this Section 2.12(b), such repurchases shall be deemed to be voluntary prepayments pursuant to this Section 2.12 in an amount equal to the aggregate principal amount of such Term Loans; provided that such repurchases shall not be subject to the provisions of Section 2.12(a), Section 2.17 and Section 2.18; and (vi) The repurchases by the Repurchaser of Term Loans pursuant to this Section 2.12(b) shall be subject to the following conditions: (v) the Auction is open to all Term Lenders of the applicable Class on a pro rata basis, (w) no Default or Event of Default has occurred or is continuing or would result therefrom, (x) any Term Loans repurchased pursuant to this Section 2.12(b) shall be automatically and permanently canceled upon acquisition thereof by the Repurchaser, (y) the Repurchaser shall not use the proceeds of Revolving Loans (including Incremental Revolving Loans) to acquire such Term Loans and (z) at the time of (and calculated on a pro forma basis after giving effect to) any such repurchase, the Aggregate Revolving Credit Exposure (excluding any outstanding L/C Exposure) shall not exceed unrestricted cash and cash equivalents on hand of Holdings and the Subsidiaries. (vii) Each Lender participating in any Auction acknowledges and agrees that in connection with such Auction, (x) the Repurchaser may then have, or later may come into possession of, Excluded Information, (y) such Lender has independently and, without reliance on Holdings, the Borrowers, any of the other Subsidiaries, the Administrative Agent or any of their respective Affiliates, made its own analysis and determination to participate in such Auction notwithstanding such Lender’s lack of knowledge of the Excluded Information and (z) none of Holdings, the Borrowers, any other Subsidiary, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holdings, the Borrowers, the other Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Auction further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders. (c) Voluntary prepayments of Term Loans pursuant to Section 2.12(a) shall be allocated among the Classes of Term Loans as specified by the applicable Term Borrower or Term Borrowers and shall be applied in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalmentsscheduled installments of principal due in respect of the Term Loans of any such Class under Section 2.11 as specified by the applicable Term Borrower or Term Borrowers. (d) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (provided that such notice may be conditioned on receiving the proceeds of any refinancing or the occurrence of any other event) and shall commit the applicable Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans of a Class, then the applicable Borrower may revoke such notice and/or extend the prepayment date; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under Section 2.12(a) shall be applied between subject to Sections 2.12(e), 2.12 (f) and 2.16, but shall otherwise be without premium or penalty. All prepayments under Section 2.12(a) (other than prepayments of Daily Rate Revolving Loans that are not made in connection with the FEC termination or permanent reduction of the applicable Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (e) If, prior to the date that is six months after the 2021 Specified Refinancing and Incremental Amendment Effective Date, (i) all or any portion of the Tranche A Loan B-3 U.S. Term Loans are prepaid out of the proceeds of a substantially concurrent issuance or incurrence by Holdings, the Borrowers or any of their subsidiaries of any broadly syndicated dollar-denominated long-term term “B” credit facility that is secured on a pari passu basis with the Tranche B-3 U.S. Term Loans and the FEC Tranche B Loan all-in-yield (as determined by the Borrower may directAdministrative Agent in consultation with Holdings and in a manner consistent with generally accepted financial practice and, provided in any event, excluding the effect of any arrangement, structuring, syndication, commitment or other fees in connection therewith that are not shared with all providers of such financing, and without taking into account any fluctuations in the event Adjusted Term SOFR) of such secured term loan financing is less than the Borrower directs yield (as determined by the Administrative Agent on the same basis) of the Tranche B-3 U.S. Term Loans or (ii) a partial Tranche B-3 U.S. Term Lender must assign its Tranche B-3 U.S. Term Loans pursuant to Section 2.21 as a result of its failure to consent to an amendment that would reduce (as determined by the Administrative Agent in consultation with Holdings) any of the interest rate margins (or other pricing-related terms) then in effect with respect to such Tranche B-3 U.S. Term Loans then in each case the aggregate principal amount so prepaid or assigned will be subject to a fee payable by the U.S. Borrowers equal to 1.0% of the principal amount thereof; provided that, in each case, such fee shall only be payable if the primary purpose (as determined by Holdings in good faith) of such prepayment, repayment, refinancing, substitution, replacement, amendment, waiver or other modification was to reduce the all-in-yield of the Tranche B-3 U.S. Term Loans; provided further that this Section 2.12(e) shall not apply to any prepayment to be applied against of the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) B-3 U.S. Term Loans upon the FEC Tranche B Loan (excluding occurrence of a Change in Control or an acquisition or investment the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunderaggregate consideration for which exceeds $125,000,000.

Voluntary Prepayment. The Borrower: (a) may, from time to time on Borrower may voluntarily prepay all or any Business Day, make a voluntary prepayment, in whole or in part, part of the outstanding principal amount of Term Principal Amount at any time, and each such voluntary prepayment is subject to the Loan; provided thatfollowing conditions: (i) all such voluntary prepayments Lender must receive Borrower’s written or telephonic prepayment notice by 10:00 a.m. on the prepayment date; (ii) The prepayment notice shall require (xA) for prepayments on or after specify the Disbursement Date made prior to prepayment date, (B) specify the Actual Delivery Date in respect amount of the advance made on the Disbursement Date, at least two (2) Business Days' prior written notice Term Loan to the Facility Agentbe prepaid, and (yC) for all other prepaymentsconstitute an irrevocable and binding obligation of Borrower to make a prepayment in such amount on the designated prepayment date; (iii) each partial prepayment must be in a minimum amount of not less than (A) $50,000 or a greater integral multiple of $10,000 or (B) if less than the requested minimum amount, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agree), if all or any portion outstanding balance of the prepayment is to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for the Loan, four (4) Business Days') prior written notice, in each case to the Facility AgentTerm Principal Amount; and (iiiv) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 accrued and a multiple of $1,000,000 (or in unpaid interest on the remaining amount portion of the Loan) Term Principal Amount being prepaid must also be paid in full on the prepayment date and shall be applied in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such each partial prepayment shall be applied pro rata against to the scheduled principal payments in the inverse order of their maturity; (Ab) Notwithstanding the FEC Tranche B Loan foregoing, pursuant to Landlord’s election to do so pursuant to Section 10.10 of the Leasehold Deed of Trust, Assignment of Leases and Rents, Security Agreement and UCC Financing Statement for Fixture Filing dated as of the Closing Date (excluding as amended, restated, supplemented or otherwise modified from time to time) executed by Borrower, as grantor, to the Seventh Amendment Upsize Commitment trustee named therein for the benefit of Lender, Landlord may voluntarily prepay all of the Term Principal Amount in full, together with all accrued and the Former Hermes Commitment)unpaid interest in respect thereof, at any time. (Bc) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunderAll prepayments under this Section 2.3 shall be without premium or penalty.

Voluntary Prepayment. The Borrower: (a) mayi. Subject to the concurrent payment of the Applicable Premium, if any, the Borrower may at any time and from time to time on prepay any Business Day, make a voluntary prepaymentBorrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of the outstanding principal amount of the Loan; provided that: Eurodollar Loans, or written or fax notice (ior telephone notice promptly confirmed by written or fax notice) all such voluntary prepayments shall require (x) for prepayments on or after the Disbursement Date made at least one Business Day prior to the Actual Delivery Date date of prepayment in respect the case of the advance made on the Disbursement DateABR Loans, at least two (2) Business Days' prior written notice to the Facility Agent, and Administrative Agent before 12:00 (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agreenoon), if all or any portion of the prepayment is to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for the Loan, four (4) Business Days') prior written notice, in each case to the Facility Agent; and (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or in the remaining amount of the Loan) and shall be applied in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalmentsNew York City time; provided, however, that such each partial prepayment shall be applied between the FEC Tranche A Loan in an amount that is an integral multiple of $1,000,000 and the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to not less than $1,000,000. ii. Voluntary prepayments of Loans under Section 2.12(a) shall be applied against the FEC Tranche B Loan remaining scheduled installments of principal due in respect of the Loans under Section 2.11 as directed by the Borrower and, absent such partial direction, in direct order of maturity. iii. Each notice of prepayment under Section 2.12(a) shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be applied pro rata against irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment would have resulted from a refinancing of all or any part of the Loans, which refinancing shall not be consummated or shall otherwise by delayed, then the Borrower may revoke such notice by written notice to the Administrative Agent no later than 12:00 (A) noon), New York City time, on the FEC Tranche B Loan (date of prepayment and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16. All prepayments under this Section 2.12 shall be accompanied by the concurrent payment of the accrued and unpaid interest on the principal amount to be prepaid to but excluding the Seventh Amendment Upsize Commitment date of payment and the Former Hermes Commitment)Applicable Premium, (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunderif any.

Voluntary Prepayment. The BorrowerBorrower shall have the right, upon giving the Lender not less than five (5) days’ notice in writing, to prepay, without penalty or prepayment fee, part or all of the Loan, in each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from the Borrower to the Lender hereunder or pursuant to the other Finance Documents and all interest accrued thereon, provided, that: (a) may, from time the giving of such notice by the Borrower will irrevocably commit the Borrower to time on any Business Day, make a voluntary prepayment, prepay such amount as stated in whole or in part, of the outstanding principal amount of the Loan; provided that:such notice; (ib) all such voluntary prepayments if the Borrower shall require (x) for prepayments on or after the Disbursement Date made prior request consent to the Actual Delivery Date in respect of the advance made on the Disbursement Date, at least two (2) Business Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as the Majority Lenders may agree), if all or any portion of the prepayment is to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if make such prepayment is to be made on a day other than the last day of an Interest Period for the Loan, four (4) Business Days') prior written noticeBorrower will pay, in each case addition to the Facility Agentamount to be prepaid, any such sum as may be payable to the Lender pursuant to Clause 10.1 (Indemnity); (c) each such prepayment shall be in an amount of $100,000 or a whole multiple thereof or the balance of the Loan and will be applied by the Lender in or towards pro-rata prepayment of the Balloon Instalment and the remaining Repayment Instalments; (d) every notice of prepayment shall be effective only on actual receipt (including by fax or electronic mail) by the Lender, shall be irrevocable and shall oblige the Borrower to make such prepayment on the date specified; (e) the Borrower has provided evidence satisfactory to the Lender that any consent required by the Borrower or any Security Party in connection with the prepayment has been obtained and remains in force, and that any regulation relevant to this Agreement which affects the Borrower or any Security Party has been complied with; (f) no amount prepaid may be re-borrowed; and (iig) all such voluntary partial prepayments shall be the Borrower may not prepay the Loan or any part thereof, save as expressly provided in this Agreement or as otherwise agreed by the Lender; Provided always that if the Borrower shall, subject always to Clause 4.2(a), make a prepayment on a Business Day other than the last day of an aggregate minimum amount Interest Period in respect of $10,000,000 and a multiple of $1,000,000 (or in the remaining amount whole of the Loan) , it shall, in addition to the amount prepaid and shall be applied accrued interest, pay to the Lender any amount which the Lender may certify is necessary to compensate the Lender for any Break Costs incurred by the Lender as a result of the making of the prepayment in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunderquestion.

Voluntary Prepayment. The Borrower: (a) Borrower may, from at any time so long as an Event of Default has not occurred and is continuing, upon [Redacted - Commercially Sensitive Information] Business Days’ prior written notice to time on any Business Daythe Lender, make a voluntary prepaymentprepayment of the outstanding Advances in whole, in whole or in partpart so long as such prepayment is in a minimum amount of [Redacted - Commercially Sensitive Information] and in multiples of [Redacted - Commercially Sensitive Information] thereafter or the full amount of the outstanding Advances, of unless such lower amount is agreed to in writing by the Lender, by paying to the Lender the outstanding principal amount of the Loan; provided that: Advances or portion thereof being prepaid together with (i) all accrued and unpaid interest (including PIK Interest) on such voluntary prepayments shall require principal amount being prepaid as of the date of prepayment; (ii) a fee (the “Prepayment Fee”) equal to: (A) if the prepayment occurs prior to the date that is [Redacted - Commercially Sensitive Information] months following the date of the Advance being prepaid, the greater of (x) for prepayments on or after the Disbursement Date made prior to the Actual Delivery Date in respect [Redacted - Commercially Sensitive Information] of the advance made on principal amount of the Disbursement Date, at least two (2) Business Days' prior written notice to the Facility AgentAdvance being prepaid, and (y) for the interest that would have accrued on such principal amount of the Advance being prepaid from the date of such prepayment to the earlier of the date that is [Redacted - Commercially Sensitive Information] months following the date of such Advance and the Maturity Date at the rate of interest applicable thereto (B) if the prepayment occurs on or after the date that is [Redacted - Commercially Sensitive Information] months following the date of the Advance being prepaid, but before the date that is [Redacted - Commercially Sensitive Information] months following the date of such Advance, [Redacted - Commercially Sensitive Information] of the principal amount of the Advance that is being prepaid, or (C) if the prepayment occurs on or after the date that is [Redacted - Commercially Sensitive Information] months following the date of the Advance that is being prepaid, [Redacted - Commercially Sensitive Information] of the principal amount of the Advance that is being prepaid; and (iii) all other prepayments, at least thirty (30) calendar days' prior written notice (or such shorter period as outstanding Obligations if the Majority Lenders may agree), if all or any portion of the prepayment Loan is to be applied prepaid in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for the Loan, four (4) Business Days') prior written notice, in each case to the Facility Agent; and (ii) all such voluntary partial full. All prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or applied to the outstanding Advances in the remaining amount order that the Advances have been made. The Borrower shall have no other right of the Loan) and shall be applied in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalments; provided, however, that such prepayment shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to be applied against the FEC Tranche B Loan such partial prepayment shall be applied pro rata against (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), (B) the Seventh Amendment Upsize Commitment and (C) the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunderprepayment.

Voluntary Prepayment. The Borrower: (a) may, The Borrower shall have the right at any time and from time to time on to prepay any Business Day, make a voluntary prepaymentLoan, in whole or in part, of the outstanding principal amount of the Loan; provided that: (i) all such voluntary prepayments shall require (x) for prepayments on or after the Disbursement Date made prior to the Actual Delivery Date in respect of the advance made on the Disbursement Date, upon at least two (2) three Business Days' ’ prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior written or fax notice (or such shorter period as telephone notice promptly confirmed by written or fax notice) to the Majority Lenders may agreeAdministrative Agent before 12:00 (noon), if all or any portion of the prepayment is to be applied in prepayment of the FEC Tranche A Loan, or otherwise at least five (5) Business Days' (or, if such prepayment is to be made on the last day of an Interest Period for the Loan, four (4) Business Days') prior written notice, in each case to the Facility Agent; and (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or in the remaining amount of the Loan) and shall be applied in forward order of maturity, inverse order of maturity or ratably at the Borrower's option against the remaining instalmentsNew York City time; provided, however, that such each partial prepayment shall be applied between the FEC Tranche A Loan in an amount that is an integral multiple of $1,000,000 and the FEC Tranche B Loan as the Borrower may direct, provided that in the event the Borrower directs a partial prepayment to not less than $2,000,000. (b) Voluntary prepayments of Loans shall be applied against the FEC Tranche B Loan remaining scheduled installments of principal due in respect of the Loans under Section 2.08(a) as directed by the Borrower in writing; provided that such partial voluntary prepayment shall be applied pro rata against between the Loans and the Other Loans. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Loan (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Loan by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice and/or extend the prepayment date by not more than five Business Days, provided, further, however, that if Borrower shall revoke or extend the prepayment date, from and including the date on which such prepayment would have been made until the earlier of (A) the FEC Tranche B Loan (excluding the Seventh Amendment Upsize Commitment and the Former Hermes Commitment), such time as such prepayment is made or (B) the Seventh Amendment Upsize Commitment last day of the then applicable Interest Period, the Loans shall accrue interest at the Alternate Base Rate plus the Applicable Margin. All prepayments under this Section 2.09 shall be accompanied by (i) accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment, (ii) the applicable Payment Premium and (Ciii) any other amounts then due and payable by the Former Hermes Commitment, with such prepayment then being applied pro rata to each FEC Lender's respective FEC Tranche B Commitment thereunderLoan Parties (including amounts payable under Section 2.19) under the Loan Documents.