Common use of Voluntary Prepayments Clause in Contracts

Voluntary Prepayments. The Borrower shall be prohibited from making any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, that if (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amount.

Voluntary Prepayments. The (i) Any Borrower shall be prohibited have the right at any time and from making time to time to prepay any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, Borrowing in whole or in-in part, by subject to prior notice in accordance with the Borrower provisions of this Section 2.11(a). The applicable Borrower, or its Affiliates during the Lock-Out PeriodCompany on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Borrower shall pay Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the Lock-Out Make-Whole Payment to case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local Time, three (3) Business Days (in the Lenderscase of a Eurocurrency Borrowing denominated in Dollars or a BA Equivalent Borrowing) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date of prepayment. Each such termination provided, however, that if (i) notice shall be irrevocable and shall specify the Administrative Agent establishes one prepayment date and the principal amount of each Borrowing or more Reservesportion thereof to be prepaid; provided that, (iix) if a Lender makes notice of prepayment is given in connection with a demand for increased costs conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable 2.09 and (y) a fractionnotice of prepayment of Loans may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Company or applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the numerator Administrative Agent shall advise the Lenders under the 2021 Revolving Facility, 2023 Revolving Facility, Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, of which is the number contents thereof. Each partial prepayment of days remaining any Borrowing shall be in an amount that would be permitted in the first twelve (12) months case of an advance of a Borrowing of the Lock-Out Period same Type and the denominator Class as provided in Section 2.02. Each prepayment of which is 360, plus (c) an amount equal a 2021 Revolving Borrowing shall be applied ratably to the product 2021 Revolving Loans included in the prepaid Borrowing. Each prepayment of a 2023 Revolving Borrowing shall be applied ratably to the 2023 Revolving Loans included in the prepaid Borrowing. Each prepayment of a Tranche A-1 Term Loan Borrowing or Tranche A-2 Term Loan Borrowing under this Section 2.11(a) shall be applied against the remaining installments of principal due with respect to Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, in the manner specified by the relevant Borrower or, if not so specified on or prior to the date of such prepayment, on a pro rata basis to the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, and ratably to the Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, included in the prepaid Borrowing and ratably against the remaining installments of principal due with respect to the Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be. Prepayments shall be accompanied by (xi) 3.00% accrued interest to the extent required by Section 2.13 and (yii) the Maximum Committed Amountbreak funding payments pursuant to Section 2.16 (if any).

Voluntary Prepayments. The Reductions in Revolving Loan Commitments. --------------------------------------------------------------- Borrower shall be prohibited from making may at any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment time on at least 5 days' prior written notice to the Lenders, on the date of such termination provided, however, that if Agent (i) voluntarily prepay all or part of the Administrative Agent establishes one or more Reserves, Term Loan and/or (ii) a Lender makes a demand for increased permanently reduce (but not terminate) the Revolving Loan Commitment, in each case, in increments of $5,000,000; provided that (A) the Revolving Loan Commitment shall not be -------- reduced to an amount less than $190,000,000, and (B) after giving effect to such reductions, Borrower shall comply with Section 1.3(b)(i). Borrower may at any ----------------- time on at least ten 10 days' prior written notice to Agent terminate the Revolving Loan Commitment, provided that upon such termination all Loans and -------- other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B hereto. Any voluntary prepayment and any reduction or ------- termination of the Revolving Loan Commitment must be accompanied by the payment of any LIBOR funding breakage costs in accordance with Section 2.13 hereof 1.13(b). Upon any --------------- such reduction or (iii) the Administrative Agent declares an Event of Default as a result termination of the occurrence Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided that a Regulatory Trigger Event, permanent reduction of the Borrower may Revolving Loan Commitment shall not -------- require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Loan or other Obligations to which such prepayment is to be applied; provided that any partial prepayments of the Term -------- Loan shall be applied to prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months scheduled installments of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum Term Loan in inverse order of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountmaturity.

Voluntary Prepayments. The Subject to the payment of any prepayment premium as required under Section 2.03(d) and any other fees or amounts payable hereunder at such time, the Borrower shall be prohibited may, upon notice from making any prepaymentsthe Borrower to the Administrative Agent, in-whole or in-part, during voluntarily prepay the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaidLoans, in whole or inin part; provided, that, (i) such notice must be received not later than 11:00 a.m. three (3) Business Days prior to the date of prepayment, (ii) any such prepayment shall only be made on an Interest Payment Date (it being understood that the requirement set forth in this sub-partclause (ii) shall not be applicable to any voluntary prepayment in full of the aggregate Outstanding Amount of the Loans in connection with a Facility Termination Date) and (iii) any such prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower or its Affiliates during the Lock-Out PeriodBorrower, the Borrower shall pay make such prepayment and the Lock-Out Make-Whole Payment to the Lenders, payment amount specified in such notice shall be due and payable on the date of such termination provided, however, that if (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment)specified therein; provided, furtherthat, any such notice of prepayment may indicate that such prepayment is conditioned upon the consummation of a refinancing of this Agreement, capital raising or a particular Disposition or the occurrence of a Change of Control and may be revoked by the Borrower in the event such refinancing or other transaction is not consummated, and if so revoked, such prepayment shall not be due and payable. Any prepayment pursuant to this Section 2.03(a) shall be accompanied by (x) all accrued interest on the principal amount of the Loans prepaid, (y) the prepayment premium required under Section 2.03(d) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Each such prepayment shall be applied (x) with respect to any such prepayment on or prior to [June 30, 2021], ratably to the Company during the first twelve (12) months of the Lock-Out PeriodTerm A Facility, the Borrower may prepay Term B-1 Facility, the Loans in-fullTerm B-2 Facility, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders Term B-3 Facility and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable Term C Facility and (y) a fractionwith respect to any such prepayment after [June 30, 2021], ratably to the Term A Facility, the numerator of which is Term B-1 Facility, the number of days remaining in Term B-2 Facility, the first twelve (12) months Term B-3 Facility and the Term C Facility and to the principal repayment installments thereof on a pro rata basis. Each such prepayment shall be applied to the Loans of the Lock-Out Period and Lenders in accordance with their respective Applicable Percentages in respect of each of the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountrelevant Facilities.

Voluntary Prepayments. The Borrower shall may, upon notice (which notice may be prohibited from making in the form attached as Exhibit H-2 hereto or any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, other form approved by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, that if (i) the Administrative Agent establishes one (including any form on an electronic platform or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default electronic transmission system as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and shall be approved by the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed), appropriately completed and signed by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect Responsible Officer) to the Company during the first twelve Administrative Agent (12) months of the Lock-Out Perioda “Voluntary Prepayment Notice”), the Borrower may at any time or from time to time, voluntarily prepay the Loans in-full, but not in-part, upon five in whole or in part (5a “Voluntary Prepayment”) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire in an amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product sum of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months aggregate principal amount of the Lock-Out Period and the denominator of which is 360Loans being prepaid, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed applicable Prepayment Amount, if any, for such Loans and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that, except with respect to any prepayments made pursuant to Section 2.09(a), (i) such Voluntary Prepayment Notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be either (A) in an aggregate principal amount of at least $5,000,000 and a whole multiple of $1,000,000 in excess thereof or (B) the entire principal amount of the Loans then outstanding. Each such Voluntary Prepayment Notice shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount, if any, determined with respect to the applicable Loans as set forth in the definition thereof, including any definition thereof set forth in any Incremental Agreement relating to Additional Loans, if any. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount, if any, and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including, without limitation, the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of each such payment.

Voluntary Prepayments. The Reductions in Revolving Loan Commitments and Acquisition Loan Commitments. Borrower may at any time on at least 5 days' prior written notice to Agent permanently reduce (but not terminate) the Revolving Loan Commitment or the Acquisition Loan Commitment; provided that (A) any such reductions shall be in a minimum amount of $5,000,000 and integral multiples of $250,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan outstanding and the Acquisition Loan Commitment shall not be reduced to an amount less than the amount of the Acquisition Loan outstanding, and (C) after giving effect to such reductions, Borrower shall comply with Section 1.3(b)(i). Borrower may at any time on at least ten 10 days' prior written notice to Agent terminate the Revolving Loan Commitment and the Acquisition Loan Commitment; provided that upon such termination all Loans and other Obligations shall be prohibited from making immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B hereto. Borrower may at any prepayments, in-whole time on at least ten 10 days' prior written notice to Agent terminate only the Acquisition Loan Commitment; provided that upon such termination all Acquisition Loans and other Obligations relating to the Acquisition Loans shall be immediately due and payable in full. Any voluntary prepayment and any reduction or in-part, during termination of the Lock-Out Period. Notwithstanding Revolving Loan Commitment or the foregoingAcquisition Loan Commitment must be accompanied by payment of the Fee required by Section 1.9(c), if any, plus the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date payment of such termination provided, however, that if (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased any LIBOR funding breakage costs in accordance with Section 2.13 hereof 1.13(b). Upon any such reduction or (iii) the Administrative Agent declares an Event of Default as a result termination of the occurrence Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided that a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months permanent reduction of the Lock-Out Period, Revolving Loan Commitment shall require a corresponding pro rata reduction in the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount L/C Sublimit. Upon any such reduction or termination of the Acquisition Loan Commitment, Borrower's right to request Acquisition Loan Advances shall simultaneously be permanently reduced or terminated, as the case may be. Each notice of partial prepayment shall designate the Loan or other Obligations outstanding at to which such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal prepayment is to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountapplied.

Voluntary Prepayments. The Borrower shall be prohibited have the right, at its option, from making any prepayments, in-whole or in-part, during time to time to prepay the Lock-Out Period. Notwithstanding portion of the foregoing, if the Facility is prepaid, Sponsor Borrower Loan owed by Borrower in whole or inpart at any time, subject to the terms hereof, but no prepayment may be less than the outstanding principal balance and accrued interest of the Borrowing Advance Tranche being prepaid, except for partial prepayments made by Borrower in order to remedy non-partcompliance with the Sublimits as provided for herein. Whenever Borrower desires to prepay any part of the Sponsor Borrower Loan owed by Borrower, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment provide a prepayment Notice to the Lenders, on Lender by 12:00 p.m. Eastern Time at least 10 Business Days prior to the date of such termination provided, however, that if the proposed prepayment setting forth the following information: (i) the Administrative Agent establishes one or more Reserves, amount to be prepaid; (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or the estimated date on which the proposed prepayment is to be made; and (iii) a statement indicating the Administrative Agent declares an Event of Default as a result application of the occurrence prepayment to the Borrowing Advance Tranche. All prepayment Notices shall be irrevocable. The principal amount of the Borrowing Advance Tranche for which a Regulatory Trigger Eventprepayment Notice is given, together with Accrued Interest, shall be due and payable by 12:00 p.m. Eastern Time on the Borrower may prepay date on which the Loans in-full during the Lock-Out Periodproposed prepayment is to be made. Lender shall, upon five (5) Business Days’ prior written notice receipt of Borrower’s Notice, prepare and deliver to Borrower the Lenders and the Administrative Agent, by paying the entire amount same day via facsimile or other electronic transmittal a statement of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control interest due with respect to the Company during the first twelve (12) months of the Lock-Out Periodsuch prepayment, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment provided that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months event Borrower’s prepayment Notice is not received by Lender prior to 12:00 p.m. Eastern Time, Lender shall not be obligated to prepare and deliver such statement of interest until the Lock-Out Period and the denominator Business Day following Lender’s receipt of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountsuch Notice.

Voluntary Prepayments. The Borrower shall Term Loans may be prohibited from making any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, repaid in whole or in-part, by the Borrower in part without premium or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, penalty; provided that if (i) the Administrative Agent establishes one or more Reserves, Term SOFR Loans may be repaid only upon three (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (53) Business Days’ prior written notice to the Lenders and the Administrative Agent, (ii) repayments of Term SOFR Loans must be accompanied by paying the entire payment of any amounts owing under Section 2.20 and (iii) partial repayments of Loans shall be in minimum principal amount of Obligations outstanding the Borrowing Minimum, and in integral multiples of the Borrowing Multiple in excess thereof. To the extent that the Borrower elects to prepay the Closing Date Term Loan or, if applicable, any Incremental Term Loans, amounts prepaid under this Section 2.11(a) shall be applied to such Term Loans (to the remaining principal installments thereof, if any, as directed by the Borrower) first ratably to any Base Rate Loans and then to Term SOFR Loans in direct order of Interest Period maturities. All prepayments under this Section 2.11(a) shall be subject to Section 2.20, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at such time (but not, for the avoidance request of doubt, the Lock-Out Make Whole Payment); provided, further, that upon Administrative Agent in the occurrence case of a Change prepayment under this clause (a) or clause (b) below, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder through the date of Control with respect to prepayment. Amounts prepaid on the Company during the first twelve (12) months of the Lock-Out Period, Term Loans may not be reborrowed. Each notice delivered by the Borrower may prepay pursuant to this Section 2.11(a) shall be revocable by the Loans in-full, but not in-part, upon five Borrower (5) Business Days’ prior written by notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal Agent on or prior to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountproposed prepayment date specified therein).

Voluntary Prepayments. The Borrower shall be prohibited Company may, at its option, at any time and from making any prepaymentstime to time, in-whole or in-part, during prepay the Lock-Out Period. Notwithstanding Loans and the foregoing, if the Facility is prepaidReimbursement Obligations, in whole or in-in part, by upon giving, in the Borrower or its Affiliates during the Lock-Out Periodcase of any Eurodollar Loan, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, that if (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) three Business Days’ ' prior written notice to the Lenders and Administrative Agent, and, in the case of any Base Rate Loan, prior written notice on the same Business Day to the Administrative Agent. Such notice shall specify (1) in the case of any prepayment of Loans, by paying the entire date and amount of Obligations outstanding at such time prepayment and whether the prepayment is (but notA) of Term Loans or Revolving Credit Loans, for the avoidance or a combination thereof and (B) of doubtEurodollar Loans, Base Rate Loans or a combination thereof, and, in each case if a combination thereof, the Lock-Out Make Whole Paymentprincipal amount allocable to each; and (2) in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender's Applicable Percentage of such prepayment. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Section 2.18 and, in the case of prepayments of the Term Loans only, accrued interest to such date on the amount prepaid. Prepayments of (A) the Term Loans pursuant to this Section 2.10(b) shall be applied ratably to the remaining scheduled installment payments of the Term Loans required pursuant to Section 2.5(b); provided, further, that upon and (B) the occurrence of a Change of Control with respect to Revolving Credit Loans and the Reimbursement Obligations pursuant this Section shall (unless the Company during the first twelve (12otherwise directs) months be applied, FIRST, to payment of the Lock-Out PeriodRevolving Credit Loans then outstanding, SECOND, to payment of any Reimbursement Obligations then outstanding and, LAST, to Cover any outstanding Letter of Credit Liability. Each prepayment of Base Rate Loans shall be in the minimum principal amount of $500,000 and in integral multiples of $500,000 and each prepayment of Eurodollar Loans shall be in the minimum principal amount of $500,000 and in integral multiples of $500,000 or, in the case of either Base Rate Loans or Eurodollar Loans, the Borrower may prepay aggregate principal balance outstanding on the Term Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to or on the Lenders Revolving Credit Loans and the Administrative AgentReimbursement Obligations, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountas applicable.

Voluntary Prepayments. The (i) Any Borrower shall be prohibited have the right at any time and from making time to time to prepay any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, Borrowing in whole or in-in part, by subject to prior notice in accordance with the Borrower provisions of this Section 2.11(a). The applicable Borrower, or its Affiliates during the Lock-Out PeriodCompany on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Borrower shall pay Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the Lock-Out Make-Whole Payment to case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local Time, three (3) Business Days (in the Lenderscase of a Eurocurrency Borrowing denominated in Dollars or a BA Equivalent Borrowing) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date of prepayment. Each such termination provided, however, that if (i) notice shall be irrevocable and shall specify the Administrative Agent establishes one prepayment date and the principal amount of each Borrowing or more Reservesportion thereof to be prepaid; provided that, (iix) if a Lender makes notice of prepayment is given in connection with a demand for increased costs conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable 2.09 and (y) a fractionnotice of prepayment of Loans may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Company or applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the numerator Administrative Agent shall advise the Lenders under the Revolving Facility, Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, of which is the number contents thereof. Each partial prepayment of days remaining any Borrowing shall be in an amount that would be permitted in the first twelve (12) months case of an advance of a Borrowing of the Lock-Out Period same Type and the denominator Class as provided in Section 2.02. Each prepayment of which is 360, plus (c) an amount equal a Revolving Borrowing shall be applied ratably to the product Revolving Loans included in the prepaid Borrowing. Each prepayment of a Tranche A-1 Term Loan Borrowing or Tranche A-2 Term Loan Borrowing shall be applied against the remaining installments of principal due with respect to Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, in the manner specified by the relevant Borrower or, if not so specified on or prior to the date of such prepayment, on a pro rata basis to the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, and ratably to the Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, included in the prepaid Borrowing and ratably against the remaining installments of principal due with respect to the Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be. Prepayments shall be accompanied by (xi) 3.00% accrued interest to the extent required by Section 2.13 and (yii) the Maximum Committed Amountbreak funding payments pursuant to Section 2.16 (if any).

Voluntary Prepayments. (a) The Borrower shall Loan may not be prohibited from making any prepayments, in-whole prepaid on or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment prior to the Lenders, on the date of such termination provided, however, that if Revolving Credit Period Expiration Date other than (i) prepayments of the Administrative Agent establishes principal balance of the Loan which arise from payments of one or more Reserves, (iiPledged Receivables by the related Obligor(s) a Lender makes a demand for increased costs and in accordance with Section 2.13 hereof or 2.5 and/or (iiiii) solely with respect to the Administrative Agent declares an Event of Default as a result of Tranche B Advances, upon the occurrence of any conduit sale, securitization or securitization type transaction (collectively, a Regulatory Trigger “Securitization Event, the Borrower may prepay the Loans in-full during the Lock-Out Period”), upon five at least sixty (560) Business Daysdays’ prior written notice to the Lenders and the Administrative Agent, by paying so long as the entire amount of Obligations outstanding at such time (but notLoan or this Agreement shall not be terminated in connection therewith, for the avoidance of doubtprovided, the Lock-Out Make Whole Payment)prepayment of the Tranche B Advances following a Securitization Event (with no prepayment premium) shall be limited to once per calendar year (separately or together for each of Loans in respect of Eligible A Receivables and Loans in respect of Eligible B Receivables) during the Revolving Credit Period and no such prepayment shall be made during the three (3) calendar months preceding the Revolving Credit Period Expiration Date; provided, further, that upon any Receivables selected to be sold, transferred or contributed in connection with such Securitization Event must be selected from all similar Receivables of Borrower at random and with no intention to select Receivables in a manner that would be more adverse (as determined by Agent in its Permitted Discretion) to Agent or Lenders than other Receivables of Borrower. At any time after the occurrence Revolving Credit Period Expiration Date, subject to the terms of a Change this Agreement and the payment of Control the applicable prepayment premium set forth in this Section 2.6(a) (other than with respect to the Company during the first twelve (12) months prepayments of the Lock-Out Periodprincipal balance of the Loan which arise from payments of one or more Pledged Receivables by the related Obligor(s) or any other proceeds of Collateral and in accordance with Section 2.5), the Borrower may terminate financing under this Agreement, and prepay the Loans in-fullLoan in whole, but not in-in part. Such permitted prepayment in full shall be known as a “Voluntary Termination”), upon five and may be effected only by providing Agent with written notice (5the “Termination Notice”). The Termination Notice shall be provided to the Agent at least sixty (60) Business Dayscalendar days’ prior written notice to the Lenders specific date upon which Borrower intends to cease financing hereunder and prepay the Administrative Obligations in full, which date shall be known as the “Voluntary Termination Date”). In connection with a Voluntary Termination, if Borrower does not pay and perform all Obligations on the Voluntary Termination Date, Borrower may subsequently terminate financing under this Agreement only upon delivering to Lender a new Termination Notice and otherwise complying with this Section 2.6(a). In connection with a Voluntary Termination whereby the Voluntary Termination Date is on or before the date of the first anniversary of the Revolving Credit Period Expiration Date, the Indebtedness owing and to be paid by Borrower to Agent, by paying for the sum benefit of (a) Lenders, on the entire amount of the Obligations outstanding at such timeVoluntary Termination Date shall include as liquidated damages, plus (b) not as a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fractionpenalty, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to three percent (3%) multiplied by the product then outstanding principal balance of the Loan. In connection with a Voluntary Termination whereby the Voluntary Termination Date is after the date of the first anniversary of the Revolving Credit Period Expiration Date and is on or before the date of the second anniversary of the Revolving Credit Period Expiration Date, the Indebtedness owing and to be paid by Borrower to Agent, for the benefit of Lenders, on the Voluntary Termination Date shall include as liquidated damages, not as a penalty, an amount equal to two percent (x2%) 3.00% and (ymultiplied by the then outstanding principal balance of the Loan. In connection with a Voluntary Termination whereby the Voluntary Termination Date is after the date of the second anniversary of the Revolving Credit Period Expiration Date, Borrower shall not have to pay any liquidated damages under this Section 2.6(a) the Maximum Committed Amountin connection with such Voluntary Termination.

Voluntary Prepayments. The Borrower shall may, upon notice (which notice may be prohibited from making in the form attached as Exhibit H-2 hereto or any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, other form approved by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, that if (i) the Administrative Agent establishes one (including any form on an electronic platform or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default electronic transmission system as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and shall be approved by the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed), appropriately completed and signed by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect Responsible Officer) to the Company during the first twelve Administrative Agent (12) months of the Lock-Out Perioda “Voluntary Prepayment Notice”), the Borrower may at any time or from time to time, voluntarily prepay the Loans in-full, but not in-part, upon five in whole or in part (5a “Voluntary Prepayment”) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire in an amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product sum of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and aggregate principal amount of the Loans being prepaid, (y) in the case of a fractionprepayment of Delayed Draw Loans, the numerator applicable Prepayment Amount, if any, for such Delayed Draw Loans being prepaid and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that, except with respect to any prepayments made pursuant to Section 2.09(a), (i) such Voluntary Prepayment Notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of which is prepayment (or such shorter period as the number Administrative Agent and the Lenders may agree) and (ii) any prepayment shall be either (A) in an aggregate principal amount of days remaining at least $5,000,000 and a whole multiple of $1,000,000 in excess thereof or (B) the entire principal amount of the Loans then outstanding. Each such Voluntary Prepayment Notice shall specify the date of such prepayment, the amount of principal being prepaid, whether the Loans being prepaid are Initial Loans, Delayed Draw Loans or Additional Loans, and, in the first twelve case of a prepayment of Delayed Draw Loans, the applicable Prepayment Amount, if any, determined with respect to such Delayed Draw Loans, as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount, if any, and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of certain events, including, without limitation, the closing of other credit facilities, in which case such notice may be revoked by the Borrower (12by notice to Administrative Agent on or prior to the specified effective date) months if such conditions are not satisfied. Subject to Section 2.11(j), any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lock-Out Period and the denominator Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amounteach such payment.

Voluntary Prepayments. The Borrower shall may, upon notice (which notice may be prohibited from making in the form attached as Exhibit H-2 hereto or any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, other form approved by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, that if (i) the Administrative Agent establishes one (including any form on an electronic platform or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default electronic transmission system as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and shall be approved by the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed), appropriately completed and signed by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect Responsible Officer) to the Company during the first twelve Administrative Agent (12) months of the Lock-Out Perioda “Voluntary Prepayment Notice”), the Borrower may at any time or from time to time, voluntarily prepay the Loans in-full, but not in-part, upon five in whole or in part (5a “Voluntary Prepayment”) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire in an amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product sum of (x) the Lock-Out Make-Whole Payment that would otherwise be payable aggregate principal amount of the Loans being prepaid and (y) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that, except with respect to any prepayments made pursuant to Section 2.09(a), (i) such Voluntary Prepayment Notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment (or such shorter period as the Administrative Agent and the Lenders may agree) and (ii) any prepayment shall be either (A) in an aggregate principal amount of at least $5,000,000 and a fractionwhole multiple of $1,000,000 in excess thereof or (B) the entire principal amount of such Type of Loans then outstanding and being prepaid. Each such Voluntary Prepayment Notice shall specify the date of such prepayment, the numerator amount of principal being prepaid, whether the Loans being prepaid are Initial Loans, Revolving Loans or Additional Loans. The Borrower shall make such prepayment, together with all accrued interest thereon and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of certain events, including, without limitation, the closing of other credit facilities, in which is case such notice may be revoked by the number of days remaining Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Subject to Section 2.11(j), any Voluntary Prepayment described in this Section 2.04 shall be made to the first twelve (12) months Administrative Agent for the ratable accounts of the Lock-Out Period and applicable Lenders of the denominator Type or Types of which is 360, plus (c) an amount equal Loans being prepaid. The Administrative Agent shall forward to each Lender its Ratable Share of each such payment with respect to the product relevant Type of (x) 3.00% and (y) the Maximum Committed AmountLoans being prepaid.

Voluntary Prepayments. The Subject to the payment of any prepayment premium as required under Section 2.03(d) and any other fees or amounts payable hereunder at such time, the Borrower shall be prohibited may, upon notice from making any prepaymentsthe Borrower to the Administrative Agent, in-whole or in-part, during voluntarily prepay the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaidLoans, in whole or inin part; provided, that, (i) such notice must be received not later than 11:00 a.m. three (3) Business Days prior to the date of prepayment, (ii) any such prepayment shall only be made on an Interest Payment Date (it being understood that the requirement set forth in this sub-partclause (ii) shall not be applicable to any voluntary prepayment in full of the aggregate Outstanding Amount of the Loans in connection with a Facility Termination Date) and (iii) any such prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower or its Affiliates during the Lock-Out PeriodBorrower, the Borrower shall pay make such prepayment and the Lock-Out Make-Whole Payment to the Lenders, payment amount specified in such notice shall be due and payable on the date of such termination provided, however, that if (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment)specified therein; provided, furtherthat, any such notice of prepayment may indicate that such prepayment is conditioned upon the consummation of a refinancing of this Agreement, capital raising or a particular Disposition or the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, and may be revoked by the Borrower may prepay in the Loans in-fullevent such refinancing or other transaction is not consummated, but and if so revoked, such prepayment shall not in-part, upon five be due and payable. Any prepayment pursuant to this Section 2.03(a) shall be accompanied by (5x) Business Days’ prior written notice to all accrued interest on the Lenders and the Administrative Agent, by paying the sum of (a) the entire principal amount of the Obligations outstanding at such timeLoans prepaid, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amount.prepayment premium required under Section 2.03(d) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Each such prepayment shall be applied ratably to the Term A Facility, the Term B-1 Facility, the Term B-2 Facility, the Term B-3 Facility, the Term B-4 Facility and the Term C Facility. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b)

Voluntary Prepayments. The Borrower shall be prohibited from making any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, that if (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Periodmay, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such any time (but notor from time to time, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may voluntarily prepay the Loans in-full, but not in-part, upon five in whole or in part (5a “Voluntary Prepayment”) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire in an amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product sum of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months aggregate principal amount of the Lock-Out Period and the denominator of which is 360Loans being prepaid, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountapplicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12.

Voluntary Prepayments. The (a) Borrower may prepay all or any portion of the Loan at any two times during each Payment Period (not including any mandatory prepayment pursuant to Section 4.1(a) on a Payment Date and not including any prepayment of principal in excess of the amount required pursuant to Section 4.1(a) on a Payment Date if an amount of principal is required to be prepaid on such Payment Date, but including any prepayment of principal on a Payment Date if no principal is required to be prepaid on such Payment Date pursuant to Section 4.1(a) above) by giving Agent and each Lender not less than five Banking Days prior written notice (the "Prepayment Notice") of Borrower's intention to prepay, which notice shall specify the date of prepayment (the "Prepayment Date"), which Advances are being prepaid in whole or in part and the amount of each Advance being repaid. In the event that the portion of an Advance to be prepaid is not prepaid on the designated Prepayment Date, Borrower shall be prohibited from making entitled to reschedule such prepayment to another Banking Day by at least one Banking Days' prior telephonic or telefaxed notice to Agent and each Lender, and Borrower may revoke the Prepayment Notice at any prepaymentstime by delivering to Agent and each Lender written notice of revocation. In the event that a Payment Period ends at any time after the receipt by Lender of the Prepayment Notice but before the prepayment by Borrower pursuant to the Prepayment Notice, ina series of consecutive one day Payment Periods shall ensue for the portion of the Advance designated to be prepaid beginning immediately after the end of the Payment Period during which the Prepayment Notice was given and continuing until the earlier of (i) the prepayment of such portion of such Advance or (ii) the next Payment Date, and the Interest Rate for each such one-whole or in-part, during day Payment Period shall equal each Lender's overnight borrowing costs for funds plus the Lock-Out PeriodMargin. Notwithstanding the foregoing, if to the Facility extent the portion of any Advance designated to be prepaid is prepaid, in whole or in-part, not prepaid by Borrower by the Borrower or its Affiliates during the Lock-Out Periodnext Payment Date, the Borrower Prepayment Notice shall pay be deemed to be revoked and the Lock-Out Make-Whole Payment provisions of Section 4.2 shall apply to the Lenders, Payment Period beginning on the date of such termination provided, however, that if (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole next Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed AmountDate.

Voluntary Prepayments. The the Administrative Borrower shall be prohibited from making any prepayments, in-whole or in-part, during notify the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaidAdministrative Agent (and, in whole or in-partthe case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile to the Administrative Agent (or, in the case of prepayment of a Swingline Loan, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment facsimile to the LendersSwingline Lender, with copy to the Administrative Agent)), or by “pdf” electronic transmission or by facsimile of any prepayment hereunder (i) in the case of prepayment of a LIBOR Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the Business Day of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 2:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination providedof the Commitments as contemplated by Section 2.09, however, that then such notice of ITEC ABL Credit Agreement prepayment may be revoked if (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs such notice of termination is revoked in accordance with Section 2.13 hereof or (iii) 2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent declares an Event of Default as a result shall advise the Lenders of the occurrence contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Regulatory Trigger Event, Borrowing of the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence same Type as provided in Section 2.02. Each prepayment of a Change of Control with respect Borrowing pursuant to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus this paragraph (c) an amount equal shall be applied to Swingline Loans until paid in full, before application to Revolving Loans. Prepayments shall be accompanied by accrued interest to the product of (x) 3.00% and (y) the Maximum Committed Amountextent required by Section 2.13.

Voluntary Prepayments. The Subject to Section 2.4.3 hereof, Borrower may prepay on any Business Day, at its option and upon not less than thirty (30) days irrevocable prior notice to Lender, the Outstanding Principal Balance in whole only. Any prepayment received by Lender under this Section 2.4.1 shall be prohibited from making accompanied by: (a) all interest which would have accrued on the principal amount prepaid through, but not including, the next occurring Monthly Payment Date (or, if such prepayment occurs on a Monthly Payment Date, through, but not including, such Monthly Payment Date); (b) all other sums due and payable under the Loan Documents, (c) all reasonable out-of-pocket costs and expenses actually incurred by Lender in connection with such prepayment; and (d) to the extent that any prepaymentssuch prepayment is made prior to the last calendar month of the Term of the Loan, in-whole an amount equal to the Yield Maintenance Premium. For purposes hereof, the term “Yield Maintenance Premium” shall mean the sum that shall be sufficient (as determined by Lender, which determination shall be conclusive in the absence of manifest error) to ensure that Lender shall have earned a minimum of total return of 1.50x multiple on the Loan. The Yield Maintenance Premium shall be deemed earned by Lender upon the funding of the Loan, shall be required whether payment is made by Borrower or in-partany other Person, during the Lock-Out Periodand may be included in any bid by Lender at a foreclosure sale. Notwithstanding the foregoing, if a portion of the Facility Yield Maintenance Premium that is prepaid, calculated based upon a loan amount of $20,000,000 shall not be due and payable by Borrower in whole or in-part, by the Borrower or its Affiliates during event that the Lock-Out Period, prepayment of the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date Loan is in connection with a refinance of such termination provided, however, that if (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs Loan in accordance with Section 2.13 hereof or (iii) 9.5 hereof. Borrower acknowledges that the Administrative Agent declares an Event provisions of Default as this Section 2.4.1 were independently bargained for and constitute a result specific material part of the occurrence consideration given by Borrower to Lender for the making of a Regulatory Trigger Event, the Borrower may prepay Loan. Notwithstanding any provision of this Agreement or the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice Note to the Lenders contrary, Borrower’s notice of prepayment in accordance with this Section 2.4.1 shall be irrevocable, and the Administrative Agent, by paying Outstanding Principal Balance shall be absolutely and unconditionally due and payable on the entire amount of Obligations outstanding at date specified in such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountnotice.

Voluntary Prepayments. The Borrower shall outstanding principal amount of the Loan may not be prohibited from making any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, prepaid in whole or in-partin part except as expressly set forth herein. On the last day of any Interest Accrual Period, provided no Event of Default has occurred and is continuing, Borrower may, at its option and upon prior written notice to Agent as set forth herein, prepay the Debt in whole, but not in part (except as set forth in Section 2.11 below); provided that, such prepayment is accompanied by the Borrower Minimum Return. Agent shall not be obligated to accept any prepayment unless it is accompanied by the Minimum Return due in connection therewith. Any prepayment received by Agent on account of Lender on a date other than the last day of any Interest Accrual Period shall include, if all or its Affiliates any portion of the Loan is included in a Securitization, interest which would have accrued from such date of prepayment through and including the last day of the Interest Accrual Period during the Lock-Out Periodwhich such prepayment is being made (such amounts, the “Interest Shortfall”). Additionally, Borrower shall pay the Lock-Out Make-Whole Payment to Exit Fee and any Breakage Costs (provided that the Lenders, on the date same are not duplicative of any Interest Shortfall paid in connection with such termination provided, however, that if (iprepayment) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance connection with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result any prepayment of the occurrence of Loan and any other amounts due under the Loan Documents. As a Regulatory Trigger Eventcondition to any voluntary prepayment, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior shall give Agent written notice (a “Prepayment Notice”) of its intent to the Lenders and the Administrative Agentprepay, by paying the entire amount of Obligations outstanding which notice must be given at such time least thirty (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment30); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amount.

Voluntary Prepayments. The Borrower shall be prohibited from making any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out PeriodExcept as set forth below, the Borrower shall pay have the Lock-Out Make-Whole Payment right to the Lendersprepay Loans in whole or in part from time to time, on the date of such termination without premium or penalty; provided, however, that if each such partial prepayment of Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof. Subject to the foregoing terms, amounts prepaid under this Section 2.3(a) shall be applied first to Revolving Loans and then to the Term Loans. Voluntary prepayments on Term Loans shall not be permitted unless, immediately prior to such prepayment, the aggregate Commitments are equal to the then outstanding principal amount of the Term Loans. All voluntary prepayments of the Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. The Borrower has the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the Administrative Agent establishes one then extant Letter of Credit Obligations, or more Reserves, (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrower has sent a Lender makes a demand for increased costs notice of termination pursuant to the provisions of this section, then the Commitments shall terminate and the Borrower shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by Agent in accordance with Section 2.13 hereof an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (iiiii) causing the Administrative Agent declares original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Credit Agreement in such notice. In the event of the termination of this Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination after the occurrence of an Event of Default Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the occurrence parties as to a reasonable estimation and calculation of a Regulatory Trigger Event, the Borrower may prepay lost profits or damages of the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders Agent and the Administrative AgentLenders, by paying Borrower shall pay the entire amount of Obligations outstanding at such time Applicable Prepayment Premium to Agent (but not, for the avoidance of doubt, the Lock-Out Make Whole Paymentwhich may be allocated based upon letter agreements between Agent and individual Lenders); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amount.

Voluntary Prepayments. The Borrower shall be prohibited from making any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, that if (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) Borrower may, at any time on or after August 4, 2008 (the entire “Initial Prepayment Date”), terminate financing under this Agreement and prepay the Indebtedness in full (a “Voluntary Termination”) by providing Lender with written notice (the “Termination Notice”) at least ninety (90) calendar days prior to the specific date upon which Borrower intends to cease financing hereunder and prepay the Indebtedness in full (the “Termination Date”). After receipt of the Termination Notice, Lender may, in its sole and absolute discretion, cease making advances under this Agreement and all Indebtedness shall be immediately due and payable upon the earlier of the Maturity Date or the Termination Date, as applicable. In connection with a Voluntary Termination, if Borrower does not pay and perform all Indebtedness on the Termination Date, Borrower may subsequently terminate financing under this Agreement only upon delivering to Lender a new Termination Notice and otherwise complying with this Section 2.6. In connection with a Voluntary Termination, the Indebtedness owing and to be paid by Borrower to Lender on the Termination Date shall include as liquidated damages, not as a penalty, the amount of liquidated damages (“Liquidated Damages”) set forth in Section 2.6 of Schedule A attached hereto. Notwithstanding any other provision of any Loan Document, no termination of financing under this Agreement shall affect Lender’s rights or any of the Obligations outstanding at such timeIndebtedness existing as of the Termination Date, plus and the provisions of the Loan Documents shall continue to be fully operative until the Indebtedness (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in cash in full. The liens granted to Lender under the Loan Documents and the financing statements filed pursuant thereto and the rights and powers of Lender thereunder shall continue in full force and effect notwithstanding the fact that Borrower’s borrowings hereunder may from time to time be in a zero or credit position until (a) all of the Indebtedness (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in full in cash, and (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fractionfinancing under this Agreement has been terminated, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountas provided herein.

Voluntary Prepayments. The Borrower shall be prohibited from making may, at its option, voluntarily prepay the Indebtedness (a) in part at any prepaymentstime, in-whole (b) in full at any time and request a termination of Lender's security interest in all or in-part, during part of the Lock-Out Period. Notwithstanding the foregoingReceivables in conjunction with a securitization or sale of such Receivables, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment does not voluntarily terminate this Agreement and enter into a credit facility with another secured lender prior to the LendersMaturity Date and (c) in full at any time, on request a termination of Lender's security interest in all of the date of Collateral and terminate this Agreement in conjunction with such termination payment in full, provided, however, that if Borrower has given Lender sixty (i60) days' written notice of any such intention to prepay the Administrative Agent establishes one or more ReservesIndebtedness in full and that Borrower intends to terminate this Agreement, (ii) a requests Lender makes a demand for increased costs to terminate its security interest in accordance with Section 2.13 hereof or (iii) all of the Administrative Agent declares an Event of Default Collateral and as liquidated damages, not as a result penalty, pays to Lender the amount of liquidated damages ("Liquidated Damages") (Schedule Section 2.7). Borrower may not make such prepayment in subsection (c) hereinabove prior to the occurrence expiration of a Regulatory Trigger Eventsuch sixty (60)-day period. Upon written notice of prepayment and termination in subsection (c) hereinabove, the commitment by Lender to advance funds to Borrower may prepay and all the Loans in-full during obligations of Lender shall terminate on the Lock-Out Periodexpiration of said sixty (60)- day notice period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period Indebtedness and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% Liquidated Damages shall be due and (y) the Maximum Committed Amountpayable on such date.

Voluntary Prepayments. The Borrower shall be prohibited from making any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment (A) Prior to the Lenders, on the date of such termination provided, however, that if (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Conversion Event, subject to the Borrower may prepay expiration of any applicable lockup period set forth under any lockup agreement to which the Loans in-full during Holder, the Lock-Out PeriodCompany and the Company’s underwriters are a party, in the event that, following written request by the Company, the Holder does not timely consent to an amendment to the Purchase Agreement to increase the Secured Debt Cap, the Company may, upon five ten (510) Business Days’ prior written notice (which may be included in such written request) to any such non-consenting Holder (which notice may be conditioned or rescinded upon such events as may be specified in such notice) prepay all or any portion of each Note held by any non-consenting Holder in an amount equal to the Lenders and sum of (A) the Administrative Agent, by paying outstanding principal amount (including all accrued PIK Interest not already added to the entire principal amount of Obligations this Note) of the Note being prepaid at such time and (B) all accrued unpaid Cash Interest on such outstanding principal amount at such time (but notsuch amount, the “Covenant Amendment Repayment Amount”). In addition to paying the Covenant Amendment Repayment Amount, the Company shall issue to each such non-consenting Holder a warrant that will entitle the Holder to acquire, upon a Conversion Event, the number of shares of Equity Securities (or Common Stock in the event of a Change of Control) equal to the quotient of (A) the principal amount of each Note being prepaid, divided by (B) the Applicable Conversion Price (which shall be determined, for the avoidance of doubt, on the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months date of the Lock-Out Periodconsummation of such Conversion Event). The per share exercise price for such warrants shall be the Applicable Conversion Price (which shall be determined, for the Borrower may prepay avoidance of doubt, on the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount date of the Obligations outstanding at consummation of such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed AmountConversion Event).

Voluntary Prepayments. The Reductions in Revolving Loan Commitments. Borrower shall be prohibited from making may at any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment time on at least three (3) days' prior written notice to the Lenders, on the date of such termination provided, however, that if Agent (i) voluntarily prepay all or part of the Administrative Agent establishes one or more Reserves, Term Loan and/or (ii) permanently reduce (but not terminate) the Revolving Loan Commitment; provided that (A) any such prepayments or reductions shall be in a Lender makes a demand for increased minimum amount of $500,000 and integral multiples of $100,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the greater of the amount of the Revolving Loan outstanding or $30,000,000; and (C) after giving effect to such reductions, Borrower shall comply with Section 1.3(b)(i). In addition, Borrower may at any time on at least ten (10) days' prior written notice to Agent terminate the Revolving Loan Commitment, provided, that upon such termination all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B hereto. Any such voluntary prepayment and any reduction or termination of the Revolving Loan Commitment must be accompanied by the payment of any applicable LIBOR funding breakage costs in accordance with Section 2.13 hereof 1.13(b). Upon any such reduction or (iii) the Administrative Agent declares an Event of Default as a result termination of the occurrence Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of a Regulatory Trigger EventCredit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the Borrower case may prepay be. Each notice of partial prepayment shall designate the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice Loan or other Obligations to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at which such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment)prepayment is to be applied; provided, further, that upon any partial prepayments of the occurrence Term Loan made by Borrower shall be applied to prepay the scheduled installments of a Change the Term Loan in inverse order of Control with maturity. No voluntary prepayment shall be made in respect of or applied to the Company during the first twelve Term B Loan Obligations unless and until (12A) months of the Lock-Out Period, the Borrower may prepay has terminated the Loans in-full, but not in-part, upon five Revolving Loan Commitment and (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (aB) the entire amount of the Tranche A Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining have been paid in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountfull in cash.

Voluntary Prepayments. The Borrower shall be prohibited may, upon notice from making the Borrower to the Administrative Agent in the form of a written Prepayment Notice, at any prepayments, in-whole time or in-part, during from time to time voluntarily prepay the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, Term Loans in whole or in-part, in part without premium (except as otherwise set forth below) or penalty; provided that (x) such Prepayment Notice shall contain the information required by the Borrower immediately succeeding sentence and must be received by the Administrative Agent not later than 12:00 p.m. (A) threetwo Business Days prior to any date of prepayment of Eurodollar RateTerm SOFR Loans, and (B) on the date of prepayment of Base Rate Loans; (y) any such prepayment of Eurodollar RateTerm SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (z) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $250,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such Prepayment Notice shall specify the date and amount of such prepayment and the Type(s) of Term Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its Affiliates during receipt of each such notice, and of the Lock-Out Periodamount of such Xxxxxx’s Pro Rata Share of such prepayment. If such Prepayment Notice is given by the Borrower, the Borrower shall pay make such prepayment and the Lock-Out Make-Whole Payment to the Lenders, payment amount specified in such Prepayment Notice shall be due and payable on the date specified therein, except that any such Prepayment Notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such termination providednotice may be revoked by the Borrower on or prior to the date of prepayment if such condition is not satisfied. Any prepayment of a Eurodollar RateTerm SOFR Loan shall be accompanied by all accrued interest thereon, however, that if (i) together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs Loans of the Lenders in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result their respective Pro Rata Shares. Each such prepayment of the occurrence of a Regulatory Trigger Event, Term Loans shall be applied to the principal installments thereof under Section 2.07(b) as directed by the Borrower may prepay the Loans in-full during the Lock-Out Periodin its sole discretion, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, if no direction is given by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum in direct order of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountmaturity.

Voluntary Prepayments. The Borrower shall be prohibited from making may at any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment time on at least 5 days' prior written notice to the Lenders, on the date of such termination provided, however, that if Agent (i) voluntarily prepay all or part of the Administrative Agent establishes one or more Reserves, Term Loan and/or (ii) permanently reduce (but not terminate) the Revolving Loan Commitment; provided that (A) any such prepayments shall be made first with respect to Term Loan B, thereafter with respect to Term Loan A and the Revolving Loan and shall be in a Lender makes a demand for increased minimum amount of $500,000 and integral multiples of $250,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan outstanding, and (C) after giving effect to such reductions, Borrower shall comply with Section 1.3(b)(i). In addition, Borrower may at any time on at least 10 days' prior written notice to Agent terminate the Revolving Loan Commitment; provided that upon such termination, all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. Any voluntary prepayment and any reduction or termination of the Revolving Loan Commitment must be accompanied by the payment of the Fee required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 2.13 hereof 1.13(b). Upon any such reduction or (iii) the Administrative Agent declares an Event of Default as a result termination of the occurrence Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided that a Regulatory Trigger Event, permanent reduction of the Revolving Loan Commitment shall require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Loan or other Obligations to which such prepayment is to be applied; provided that any partial prepayments of the Term Loan made by Borrower may shall be applied to prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months scheduled installments of the Lock-Out PeriodTerm Loan B and thereafter the Term Loan A, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum each in inverse order of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountmaturity.

Voluntary Prepayments. The Borrower shall Loan may be prohibited from making any prepaymentsprepaid in whole, in-whole or in-but not in part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, that if any Business Day upon not less than fifteen (i15) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ days prior written notice to Lender specifying the Lenders and date on which prepayment is to be made provided no Event of Default exists and, if such prepayment is made prior the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-partOpen Date, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum payment of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product greater of (a) one percent (1%) of the outstanding principal balance of the Debt at the time such payment or proceeds are received or (b) (x) 3.00% the present value as of the date such payment or proceeds are received of the remaining scheduled payments of principal and interest from the date such payment or proceeds are received through the Maturity Date (including any balloon payment) determined by discounting such payments at the Discount Rate, less (y) the Maximum Committed Amountamount of the payment or proceeds received. Lender shall not be obligated to accept any such prepayment of the Debt unless it is accompanied by the prepayment consideration due in connection therewith. Additionally, on the Open Date, or on any Business Day thereafter, Borrower may, at its option and upon thirty (30) days prior notice to Lender, prepay the Debt in whole, but not in part, without payment of the Yield Maintenance Premium or any other prepayment premium or penalty. If any prepayment pursuant to this Section 2.4.1 is not made on a Payment Date, such prepayment shall include all interest which would have accrued on the Loan through the Payment Date next following the date of such prepayment. Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Maturity Date. Any notice of prepayment given pursuant to this Section 2.4.1 may be revoked by Borrower, provided that Borrower reimburses Lender for any reasonable out-of-pocket expenses incurred by Lender in connection therewith.

Voluntary Prepayments. The Borrower may at any time on at least three (3) days’ prior notice to Agent and Lenders voluntarily prepay all of the Term Loan. In addition, subject to the following sentence, Borrower may at any time on at least three (3) days' prior written notice to Agent and Lenders voluntarily prepay part of the Term Loan; provided that any such partial prepayment shall be prohibited from making any prepayments, in-whole or in-part, during the Lock-Out Periodin a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Notwithstanding the foregoingpreceding sentence, if Borrower has given notice of a voluntary partial prepayment of the Facility is prepaidTerm Loan (such notice, a "Voluntary Partial Prepayment Notice"), any Term Lender holding a portion of the Term Loan may elect, by notice to Agent prior to the prepayment date, to decline the amount of such voluntary partial prepayment of the Term Loan to the extent it would be applied to prepay the portion of the Term Loan held by such declining Term Lender assuming none of the Term Lenders declined such prepayment (the aggregate amount, if any, so declined by the declining Term Lenders in respect of a Voluntary Partial Prepayment Notice, the "Declined Voluntary Prepayment Amount"), in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, that if which case (i) in respect of a Voluntary Partial Prepayment Notice Borrower may only prepay the Administrative Agent establishes one or more ReservesTerm Loan, and shall prepay the Term Loan, in each case in an amount equal to the amount of the voluntary partial prepayment specified in such Voluntary Partial Prepayment Notice less the Declined Voluntary Prepayment Amount in respect thereof and (ii) a the amount prepaid shall be applied to the Term Loan pursuant to Section 1.11(a) for the ratable benefit of each Term Lender makes a demand for increased that did not decline such prepayment. In addition, Borrower may at any time on at least 10 days' prior written notice to Agent terminate the Revolving Loan Commitment; provided that upon such termination, all Loans and other Obligations shall be immediately due and payable in full. Any such voluntary prepayment and any such termination of the Revolving Loan Commitment must be accompanied by the payment of the Fee required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result 1.13(b). Upon any such termination of the occurrence of a Regulatory Trigger EventRevolving Loan Commitment, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice Borrower's right to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise request Revolving Credit Advances shall simultaneously be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountterminated.

Voluntary Prepayments. The Borrower shall be prohibited from making any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, that if (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon at any time on at least five (5) Business Days’ days' prior written notice to Agent (i) voluntarily prepay all or part of the Lenders Term Loan and/or (ii) voluntarily prepay all or part of the Revolving Loan and permanently reduce (but not terminate) the Administrative Agent, by paying the entire Revolving Loan Commitment; provided that (A) any such prepayments or reductions shall be in a minimum amount of Obligations outstanding at $1,000,000 and integral multiples of $250,000 in excess of such time amount and (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (aB) the entire Revolving Loan Commitment shall not be reduced to an amount of less than the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product greater of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% $5,000,000 and (y) the Maximum Committed Amount.L/C Sublimit. Borrower may at any time on at least ten (10) days' prior written notice to Agent terminate the Revolving Loan Commitment, provided that upon such termination all Loans and other Obligations shall be immediately due and payable in full. Any such voluntary prepayment and any such reduction or termination of the Revolving Loan Commitment must be accompanied by the payment of any LIBOR funding breakage costs in accordance with SECTION 1.13(b). Upon any such prepayment and reduction or termination of the Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit (as defined in ANNEX B). Each notice of partial prepayment shall designate the Loan or other Obligations to which such prepayment is to be applied, provided that any partial prepayments of the Term Loan made by Borrower shall be applied to prepay the scheduled installments of the Term Loan in inverse order of maturity. [EXECUTION VERSION]

Voluntary Prepayments. The Borrower Except if an Event of Default exists, subject to the Collateral Agency and Intercreditor Agreement and Section 4.4 of this Agreement, the Issuers may prepay all or a portion of the Notes at any time without penalty or premium; except as provided in Section 4.2.1; provided that (A) no Last Out Notes, Intermediate Last Out Notes or Priority Last Out Notes shall be prohibited from making any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, prepaid in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment cash prior to the LendersFirst Out Notes (including any accrued and unpaid interest) being Paid in Full in cash and no voluntary prepayments of such Notes may be made without the consent of all of the Purchasers holding First Out Notes, (B) no Intermediate Last Out Notes shall be prepaid in cash prior to the Priority Last Out Notes (including any accrued and unpaid interest) being Paid in Full in cash and no voluntary prepayments of such Notes shall be made without the consent of all of the Purchasers holding Priority Last Out Notes (for avoidance of doubt the foregoing does not prohibit the payment of Intermediate Last Out Notes on the date set forth in clause (a)(ii) of the definition of “Maturity Date” without the prior Payment in Full of the Priority Last Out Notes), and (C) no Last Out Notes shall be prepaid in cash prior to the Intermediate Last Out Notes or the Priority Last Out Notes (including any accrued and unpaid interest) being Paid in Full in cash and no voluntary prepayments of such Notes shall be made without the consent of all of the Purchasers holding Priority Last Out Notes and the Purchasers holding Intermediate Last Out Notes. For any prepayment pursuant to this Section 4.3.2: (a) until repayment of the First Out Obligations in full, Issuer Representative shall provide written notice to Notes Agent and each Purchaser of its election to prepay the Notes (x) prior to the signing of a definitive merger agreement for a Qualified SPAC Merger, at least thirty (30) days prior to the date of such termination providedprepayment, howeveror (y) after the signing of a definitive merger agreement for a Qualified SPAC Merger, that if at least sixty (60) days prior to the date of such prepayment which notice shall specify the date of the proposed prepayment (the “Prepayment Date”); and (b) Issuer Representative shall pay, on the Prepayment Date (i) the Administrative Agent establishes one or more Reserves, outstanding principal amount of the First Out Notes (including the Contingent Value Rights Payment) to be prepaid together with all accrued and unpaid interest thereon; (ii) (A) solely with respect to a Lender makes a demand voluntary prepayment of the Last Out Notes, Intermediate Last Out Notes, or Priority Last Out Notes following receipt of consent of the Majority Purchasers if the First Out Obligations have not been paid in full, the Payment Premium with respect to the aggregate principal amount of the Last Out Notes or the Priority Last Out Notes, as applicable, being prepaid; and (iii) all other sums, if any, that shall have become due and payable hereunder with respect to this Agreement, the Notes to be prepaid and the other Note Documents; the receipt of such amounts shall be deemed Payment in Full for increased costs any and all amounts due under the Notes to be prepaid. At any time during the 30 or 60-day notice period (as applicable) prior to the Prepayment Date, any or all holders of any FF Ventures First Out Notes may provide the Issuers with notice of such holders’ intention to convert such FF Ventures First Out Notes or the FF Ventures Intermediate Last Out Notes pursuant to Section 4.3.3(c), and any FF Ventures First Out Notes or the FF Ventures Intermediate Last Out Notes for which such notice is delivered to the Issuers prior to the Prepayment Date shall not be subject to prepayment and shall be converted to SPAC Conversion Shares in accordance with Section 2.13 hereof or (iii4.3.3(c) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Eventand upon such conversion, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise shall be payable and (y) a fraction, the numerator of which is the number of days remaining deemed Paid in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed AmountFull.”

Voluntary Prepayments. The Borrower shall be prohibited from making may at any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment time on at --------------------- least five days' prior written notice to the Lenders, on the date of such termination provided, however, that if Lender (i) voluntarily prepay all or part of either of the Administrative Agent establishes one Term Loans or more Reserves, (ii) voluntarily prepay all or part of the Revolving Loan and permanently reduce (but not terminate) the Revolving Loan Commitment; provided, that (A) any such prepayments or reductions shall be in a -------- minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the greater of (1) $10,000,000 and (2) the L/C Sublimit, and (C) if all or any part of any such prepayment is applied to reduce the then outstanding principal amount of Term Loan B, then, after giving effect to such prepayment, Borrower shall have Net Borrowing Availability of not less than $2,000,000. Borrower may at any time on at least ten days' prior written notice to Lender makes a demand terminate the Revolving Loan Commitment; provided, that upon such termination -------- all Loans and other Obligations shall be immediately due and payable in full and Borrower shall make arrangements, in accordance with the terms and conditions of Annex B, for increased the satisfaction of any outstanding Letter of Credit Obligations. ------- Any such voluntary prepayment and any such reduction or termination of the Revolving Loan Commitment must be accompanied by payment of the fee required by Section 1.9(c), if any, Lender's out-of-pocket expenses, and payment of any ------------- LIBOR funding breakage costs in accordance with Section 2.13 hereof 1.13(b). Upon any such --------------- prepayment and reduction or (iii) the Administrative Agent declares an Event of Default as a result termination of the occurrence Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of a Regulatory Trigger EventCredit Obligations be incurred on its behalf, shall simultaneously be permanently reduced or terminated, as the Borrower case may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment)be; provided, furtherthat a -------- permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Loan or other Obligations to which such prepayment is to be applied; provided, that upon the occurrence any partial prepayment of a Change of Control with respect Term Loan -------- A made by Borrower shall be applied to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum scheduled installments of (a) the entire amount Term Loan A in inverse order of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountmaturity.

Voluntary Prepayments. (a) The Borrower may elect to notify the Administrative Agent and the Lenders that it may wish to make below par voluntary prepayments of the Loans (each such payment a “Voluntary Prepayment”) pursuant to the procedures set forth in this Section 2.15; provided that (i) no Voluntary Prepayment shall be prohibited from making made prior to the date that is 18 months after the Closing Date, (ii) no Voluntary Prepayment shall be made more than once during any prepaymentsfiscal year, inexcept that two Voluntary Prepayments may be during a single fiscal year if each such Voluntary Prepayment is made on account of a different four-whole or in-partquarter period referred to in the definition of “Minimum Prepayment Amount” for which a Trigger Date has occurred, during the Lock-Out Period. Notwithstanding the foregoing(iii) no Voluntary Prepayment shall be made until after a Trigger Date, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, and (iv) the Borrower shall pay commence its efforts to effect a Voluntary Prepayment (evidenced by delivery of a Prepayment Notice) within 30 days following a Trigger Date. At the Lock-Out Make-Whole Payment to the Lenderstime of any Voluntary Prepayment, on the date of such termination provided, however, that if (i) the Borrower shall certify, with reasonable supporting detail (as determined by the Administrative Agent establishes one or more ReservesAgent), that no Event of Default pursuant to Section 6.13 could reasonably be expected to occur during the succeeding four calendar quarters if such Voluntary Prepayment is not made and (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof such Voluntary Prepayment shall have been approved by at least 66 2/3% of the Borrower’s Board of Directors. In addition, immediately prior to and after giving effect to any Voluntary Prepayment, (i) no Default or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five shall have occurred and be continuing and (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (aii) the entire amount Loan Parties shall have Unrestricted Cash of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountleast $150,000,000.

Voluntary Prepayments. (a) The Borrowers may, upon written notice from the Lead Borrower shall be prohibited to the Administrative Agent, at any time and from making time to time, voluntarily prepay any prepaymentsBorrowing of any Class (other than Swingline Loans, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility prepayment of which is prepaid, governed by clause (b) of this Section 2.07) in whole or in-partin part without premium or penalty (except as set forth in Section 2.17)), provided that such notice must be received by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment Administrative Agent not later than 1:00 p.m. (1) three (3) Business Days prior to the Lenders, any date of prepayment of a LIBOR Borrowing and (2) on the date of prepayment of an ABR Borrowing (or in each case, on such termination provided, however, that if (i) later date or time as each of the Administrative Agent establishes one or more Reserves, (iiand each Lender may agree to in its sole discretion). Each such notice shall specify the date and amount of such prepayment and the Class(es) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iiiand Type(s) the of Loans to be prepaid. The Administrative Agent declares an Event will promptly notify each Appropriate Lender of Default as a result its receipt of each such notice, and of the occurrence amount of a Regulatory Trigger Eventsuch Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of any other transaction, in which case such notice may be revoked or the effective date of the prepayment date specified in such notice may be delayed by the Lead Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior by written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect Agent on or prior to the Company during the first twelve (12specified effective date) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but if such condition is not in-part, upon five (5) Business Days’ prior written notice satisfied subject to the Borrowers’ obligation to indemnify the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal pursuant to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed AmountSection 2.17.

Voluntary Prepayments. The Borrower shall be prohibited from making any Except for regular payments of interest and principal as provided hereunder, prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, that if (i) shall not be permitted during the Administrative Agent establishes one or more Reservesfirst Loan Year, and (ii) a Lender makes a demand for increased costs may be made in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-fullwhole, but not in-in part, upon five (5) Business Daysdays prior written notice to the Agent at any time after the end of the first Loan Year upon payment of the applicable Prepayment Premium (whether such prepayment results from voluntary payments by Borrower, acceleration, or otherwise); provided, however, that (A) payments or prepayments of Pledged Notes Receivable made by Purchasers who are not directly or indirectly solicited by Borrower to make such prepayment shall not violate this Section 2.5(a), and no Prepayment Premium shall be payable as a result of any such payment by Purchasers; and (B) if at any time the Borrower wishes to release any Pledged Notes Receivable for the purpose of including those Pledged Notes Receivable in a Securitization pooling or similar conduit transaction, and after 30 days’ prior written notice to the Lenders and the Administrative Agent, Borrower may prepay the principal balance of the Loan in whole or in part, to the extent necessary to cause the then current outstanding unpaid principal balance of the Loan to be equal to or less than the Borrowing Base, and no Prepayment Premium will be due where such prepayment is the result of a Securitization closing, as certified by paying the sum of (a) Borrower to Agent. If Borrower voluntarily prepays the entire amount Receivables Loan for any reason other than pursuant to a Securitization, such prepayment must be accompanied by full payment of the Obligations outstanding at such time, plus (b) a portion of balance under the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed AmountInventory Loan.

Voluntary Prepayments. (a) The Borrower shall be prohibited from making any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Administrative Agent for the ratable benefit of the Lenders, on the date of such termination provided, however, that if (i) the Administrative Agent establishes or the Required Lenders establish one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof hereof, (iii) the Obligations are being refinanced by the Required Lenders or an Affiliate thereof, or (iiiiv) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the then, in each case, Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ ' prior written notice to the Lenders and the Administrative Agent, by paying the applicable Prepayment Premium plus the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the LEGAL 4873-0998-8490v4881-9719-6460v.143 occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ ' prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the reduced Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable projected average daily outstanding principal amount of the Loans from the date of prepayment until the twelve (12) month anniversary of the Closing Date (as determined by the Company in consultation with the Castlelake Representative and utilizing commercially reasonable assumptions) multiplied by (y) the Interest Rate in effect at the time of such prepayment, multiplied by (z) a fraction, the numerator of which is the actual number of days remaining in between the first date of prepayment and the twelve (12) months month anniversary of the Lock-Out Period Closing Date and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.003% and (y) the Maximum Committed Amount.

Voluntary Prepayments. The Borrower shall may, with no advance notice, from time to time prepay the Revolving Loans, Swing Line Loans and Fronting Lender Advances, if such prepayment is effected through the EFT System (it being understood and agreed that payments through the EFT System must be prohibited from making any prepaymentsentered and transmitted by no later than 3:00 p.m., in-whole Detroit time, on a Business Day); provided that if the Borrower makes a prepayment on the Revolving Loans, Swing Line Loans or in-part, during Fronting Lender Advances other than through the Lock-Out Period. Notwithstanding the foregoingEFT System or, if the Facility is prepaidRevolving Outstandings immediately prior to such prepayment exceed $100,000,000, in whole an amount that would reduce the Revolving Outstandings to (or in-partto an amount less than) $100,000,000 (even if such payment is effected through the EFT System), by it must give the Borrower or its Affiliates during the Lock-Out PeriodAgent notice no later than 12:00 p.m., the Borrower shall pay the Lock-Out Make-Whole Payment to the LendersDetroit time, on the Business Day prior to the date of such termination provided, however, that if (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment)prepayment; provided, further, that upon the occurrence of a Change of Control with respect all prepayments pursuant to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower this sentence may be made without premium or penalty and are permitted to be made in order to prepay the Revolving Loans, Swing Line Loans in-fulland Fronting Lender Advances, but not in-in whole or in part. The Borrower may, upon five (5) Business Days’ prior written by giving notice to the Lenders and Agent no later than 12:00 p.m., Detroit time, on the Administrative AgentBusiness Day prior to the date of prepayment, by paying the sum of (a) but only if no Fronting Lender Advances, Swing Line Loans or Revolving Loans are outstanding, prepay the entire (but not less than the entire) outstanding principal amount of the Obligations outstanding at such timeTerm Loans, plus (b) a portion of the Lock-Out Make-Whole Payment equal without premium or penalty. Each prepayment pursuant to this Section shall be made together with accrued and unpaid interest to the product date of (x) such prepayment on the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, principal amount paid. Reference is made to Section 7.2 for the numerator application of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal prepayments pursuant to the product of (x) 3.00% and (y) the Maximum Committed Amountthis Section.

Voluntary Prepayments. The Borrower Subject to the terms of the Superpriority Facility and the Amended 2025 Indentures, the Company shall be prohibited from making permitted to prepay the New Term Loans at any prepaymentstime, in-whole in minimum principal amounts to be agreed upon, without premium or in-partpenalty. Documentation Principles Substantially consistent with the corresponding provisions set forth in the Superpriority Facility with appropriate modifications to reflect the lien priority status of the New Term Loan Facility (the “New Term Loan Facility Documentation Principles”). Representations and Warranties To give due regard to the representations and warranties set forth in the Existing Credit Agreement in a manner consistent with the New Term Loan Facility Documentation Principles, during including, for avoidance of doubt, the Lock-Out Periodrevisions specified in Annex A hereto. Affirmative Covenants To give due regard to the affirmative covenants set forth in the Existing Credit Agreement in a manner consistent with the New Term Loan Facility Documentation Principles, including, for avoidance of doubt, the revisions specified in Annex A hereto. Notwithstanding the foregoing, if the Facility is prepaid, in whole financial reporting covenants will permit a going concern or in-part, by the Borrower like qualification or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment exception relating to the Lenders, on the date of such termination provided, however, that if (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result upcoming maturity of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice 2024 Notes. Negative Covenants To give due regard to the Lenders and negative covenants set forth in the Administrative AgentExisting Credit Agreement in a manner consistent with the New Term Loan Facility Documentation Principles, by paying the entire amount of Obligations outstanding at such time (but notincluding, for the avoidance of doubt, the Lock-Out Make Whole Payment)revisions specified in Annex A hereto; provided, furtherthat: • revisions shall reflect the corresponding provisions set forth in Annex A; • the Company will not, that upon the occurrence of a Change of Control nor will it permit any Subsidiary to, (other than (i) at maturity and other than, (ii) with respect to regular debt service, or (iii) to the extent required by the Registered Exchange Offer Covenants) make or pay, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of any 2024 Notes, the New 2L Notes, or loans outstanding after the Closing Date under the Amended Existing Credit Agreement (as defined below), including any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the prepayment (whether optional or mandatory), satisfaction, purchase, exchange, redemption, retirement, acquisition, defeasance, cancellation or termination of any such 2024 Notes, the New 2L Notes, or loans outstanding after the Closing Date under the Amended Existing Credit Agreement; provided, that: • the Company during may (i) use up to $100 million of proceeds from new equity issuances consummated on or after the first twelve Closing Date to repay, repurchase or redeem the New 2L Notes, and (12ii) months redeem or refinance the New 2L Notes in connection with any change of control or sale of all or substantially all of the Lock-Out PeriodCompany’s assets solely to the extent the Superpriority Facility, the Borrower may prepay the New Term Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent2025 Notes have been paid in full in cash; and • the Company may make prepayments or repayments of the loans outstanding after the Closing Date under the Amended Existing Credit Agreement or the 2024 Notes outstanding after the Closing Date, by paying with the sum proceeds of (aA) the entire amount of the Obligations outstanding at such timejunior financing, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of that (x) is junior in security and priority to each of the Lock-Out Make-Whole Payment that would otherwise be payable Superpriority Facility, the ABL Facility, the New Term Loans, the 2025 Notes and the New 2L Notes and (y) limits payment of interest on such financing to PIK interest or (B) newly issued equity of or capital contributions in the Company. Financial Covenant None. Registered Exchange Offer Covenants As described under “Registered Exchange Offer Covenants” for the Superpriority Facility. Events of Default To give due regard to the events of default set forth in the Existing Credit Agreement in a fractionmanner consistent with the New Term Loan Facility Documentation Principles, including, for avoidance of doubt, the numerator of which is revisions specified in Annex A hereto. Conditions Precedent to Closing Substantially consistent with the number of days remaining corresponding provisions set forth in the first twelve Superpriority Facility section above (12) months as if the Superpriority Facility were structured as a term loan facility regardless of the Lock-Out Period and the denominator of which whether it is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountstructured in such manner or as a notes issuance).

Voluntary Prepayments. The Borrower Borrowers shall be prohibited from making have the right to prepay the Loan at any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaidtime, in whole or in-in part, by the Borrower or its Affiliates during the Lock-Out Periodfrom time to time (each, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lendersa “Voluntary Prepayment”), on the date of such termination provided, however, that if following terms and conditions: (i) the Borrower gives Administrative Agent establishes one written notice of its intent to prepay all or more Reservesa portion of the Loan (“Prepayment Notice”), (iiA) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof at least eight (8) Business Days prior to the intended prepayment date if the amount being prepaid is greater than $200,000,000 or (iiiB) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon at least five (5) Business Days’ Days prior written to the intended prepayment date if the amount being prepaid is less than or equal to $200,000,000, in each case such notice to specify the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations prepayment and the specific Financed Properties, if any, that Borrowers seek to have released from the Collateral; (ii) Borrowers shall deposit or shall cause to be deposited into the Payment Account, in addition to the outstanding at such time, plus (b) a portion principal amount of the Lock-Out Make-Whole Payment equal Loan to be prepaid, (A) all accrued and unpaid interest on the amount of the Loan to be paid through and including the date such prepayment occurs; (B) all Breakage Costs, if any, to the product extent that Borrowers have written notice thereof from Lenders; (C) all other sums then due and payable under this Agreement, the Notes, and the other Loan Documents; (D) any termination payments due from a Borrower in connection with the reduction of the Hedge Notional Amount or the notional amount under any Pre-Trigger Hedge Agreement, in each case, as a result of such Voluntary Prepayment; and (xE) any applicable Exit Fee; (iii) after giving effect to such Voluntary Prepayment, the Hedge Notional Amount shall not exceed the Loan Amount, or if a Hedging Trigger Event has not occurred, the aggregate notional amount under all Pre-Trigger Hedge Agreements shall not exceed the Loan Amount; and (iv) Borrowers may not make more than two (2) Voluntary Prepayments in any calendar month. The amount designated for prepayment and all other sums required under this Section 2.5.1 shall be due and payable on the prepayment date set forth in the Prepayment Notice; provided that Borrowers shall have the right to revoke, without premium or penalty, other than applicable Breakage Costs, the Prepayment Notice by written notice of such revocation delivered to the Administrative Agent and each Lender at least three (3) Business Days prior to the intended prepayment date set forth in the Prepayment Notice. Upon deposit into the Payment Account of the amount of such prepayment, together with any Breakage Costs required in connection therewith, after receipt of the Borrower’s notice referred to above, the Payment Agent shall pay to each Lender its Pro Rata Share of the amount deposited by or on behalf of the Borrowers into the Payment Account for such purpose. The Exit Fee shall be due and payable at the time of such prepayment (including on the Facility Termination Date), provided, that notwithstanding anything herein or in any other Loan Document to the contrary, no Exit Fee shall be due or payable in connection with (i) the Lock-Out Make-Whole Payment that would otherwise be payable and removal of Properties from the Collateral pursuant to a Third Party Purchase Option or (yii) a fraction, the numerator removal of which is the number of days remaining Lender Approved Release Properties identified in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal Schedule IV to the product of (x) 3.00% and (y) the Maximum Committed AmountDisclosure Letter.

Voluntary Prepayments. The Except as otherwise provided herein, Borrower shall be prohibited from making any prepayments, in-whole or in-part, during not have the Lock-Out Period. Notwithstanding right to prepay the foregoing, if the Facility is prepaid, Loan in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment in part prior to the LendersPermitted Prepayment Date. On the Permitted Prepayment Date, or on any date thereafter, Borrower may, at its option and upon fifteen (15) days prior written notice to Lender, prepay the Debt in whole or in part without payment of the Yield Maintenance Premium, provided Borrower pays to Lender all accrued and unpaid interest on the amount of principal being prepaid through and including the date of prepayment and, if such prepayment occurs on a date which is not a Payment Date, all interest which would have accrued on the amount of principal being prepaid after the date of such termination providedprepayment to the next Payment Date (the “Interest Shortfall Payment”). Borrower shall be permitted the right to rescind, howeveramend or revoke its notice of prepayment given in accordance with this Section 2.3.1, provided that if (i) a written notice of such rescission, amendment or revocation is received by Lender no sooner than two (2) Business Days prior to the Administrative Agent establishes one or more Reserves, date of prepayment indicated by Borrower and (ii) any such written notice amending the date of prepayment shall specify a Lender makes date of prepayment no later than the first Payment Date following the date of prepayment specified in the initial notice to Lender. In the event of a demand for increased rescission, revocation or failure to prepay the Loan on the date set forth in any notice of prepayment (or amendment thereof), Borrower shall pay Lender’s reasonable costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default and expenses incurred as a result of the occurrence Lender’s receipt of a Regulatory Trigger Eventsuch notice of prepayment and such subsequent rescission, the Borrower may revocation or failure to prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed AmountLoan.

Voluntary Prepayments. The Borrower shall be prohibited from making Subject to the payment of any prepaymentsMake-Whole Amount and/or Prepayment Premium as required under Section 2.07(d) and any other fees or amounts payable hereunder at such time, in-whole or in-partthe Issuer may, during upon notice to the Lock-Out Period. Notwithstanding Purchasers, voluntarily prepay the foregoingInitial Notes and/or any Delayed Draw Notes, if the Facility is prepaidin each case, in whole or in-in part; provided, by that: (i) such notice must be received not later than 11:00 a.m. (Eastern time) three (3) Business Days prior to the Borrower date of prepayment; (ii) any such prepayment must be applied (A) first, to the Initial Notes, (B) then, to the First Delayed Draw Notes (if any), (C) then, to the Second Delayed Draw Notes (if any), and (D) then, to the Third Delayed Draw Notes (if any), in that order, and (iii) any such prepayment shall be in a principal amount of $20,000,000 or its Affiliates during the Lock-Out Perioda whole multiple of $1,000,000 in excess thereof (or, if less, the Borrower entire principal amount thereof then outstanding). Each such notice shall pay specify the Lock-Out Make-Whole Payment date and amount of such prepayment (which, for purposes of clarity, shall be applied to the Lenders, Notes in the order described in clause (ii) above). The Issuer shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date of such termination provided, however, specified therein; provided that if (i) such a notice expressly states that it is conditioned upon the Administrative Agent establishes one effectiveness of other credit facilities or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence closing of a Regulatory Trigger Eventspecified transaction, such notice may be revoked by the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five Issuer (5) Business Days’ prior by written notice to the Lenders and Purchasers on or prior to the Administrative Agent, specified effective date) only if such condition is not satisfied. Any prepayment pursuant to this Section 2.07(a) shall be accompanied by paying (x) all accrued interest on the entire principal amount of Obligations outstanding at such time the Notes prepaid, (but noty) any Make-Whole Amount and/or Prepayment Premium required under Section 2.07(d), for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect if and to the Company during the first twelve (12) months extent applicable, in respect of the LockNotes prepaid and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Each such prepayment shall be applied (1) first, to all costs, expenses, indemnities and other amounts due and payable hereunder, (2) then, to payment of default interest, if any, (3) then, to payment of any Prepayment Premium required by Section 2.07(d), if and to the extent applicable, (4) then, to payment of any Make-Out PeriodWhole Amount required by Section 2.07(d), if and to the Borrower may prepay the Loans in-fullextent applicable, but not in-part, upon five (5) Business Days’ prior written notice then to payment of accrued interest, and (6) thereafter, to the Lenders and payment of principal (which may be applied to reduce the Administrative Agentquarterly payments of principal on the Notes being repaid pursuant to Section 2.08, by paying the sum of (a) the entire amount of the Obligations outstanding at in such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountorder as Issuer may direct).

Voluntary Prepayments. The Borrower shall be prohibited from making any prepaymentsmay prepay all or part of the principal amount of the Loan by irrevocable written notice delivered to the Agent at least 30 (thirty) calendar days in advance of the date on which it wishes to make the corresponding prepayment, in-whole or in-part, during which must coincide with an Interest Payment Date under this Agreement; on the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by understanding that the Borrower or its Affiliates during must also pay the Lock-Out Periodinterest accrued as of the date on which the prepayment in question is actually made for the principal amount to be prepaid (and which is pending payment). Additionally, the Borrower shall pay a prepayment fee equivalent to 1.00% (one percent) plus VAT on the Lock-Out Make-Whole Payment amount of the prepayment in the event of prepayment of the Loan between the execution date of the Agreement and up to 2 (two) years following the LendersWorks Completion Date, on the date understanding that such fee will only be paid if the prepayment proceeds come from funds derived from a direct or indirect refinancing by a financial entity other than the Creditors and/or their Affiliates and/or a market transaction (debt substitution) and that have been contracted by the Borrower or any of its Affiliates (“Prepayment Fee”). In the event that, during the term of this Agreement, the Borrower obtains a firm proposal from any financial entity other than the Creditors to obtain funds to make a prepayment of the Loan (“Financing Proposal”), it shall give notice to the Creditors of the terms and conditions of such termination providedFinancing Proposal. The Creditors, howeverindividually or jointly, shall have the right to, within 45 (forty-five) Business Days upon receiving such notice, notify the Borrower of a firm financing proposal on at least the same terms as the proposal notified to them (“Creditors Financing Proposal”). If the Creditors, or any of them, submits a Creditors Financing Proposal, it will be entitled to be preferred to refinance the Loan. In the event that if (i) none of the Administrative Agent establishes one or more ReservesCreditors submits a Creditors Financing Proposal, (ii) a Lender makes a demand for increased costs the Borrower may contract the Loan under the terms of the Financing Proposal. The foregoing without prejudice to the application of the Prepayment Fee referred to in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default immediately preceding paragraph. This Prepayment Fee will not be payable in the event that the voluntary prepayment is made in full and is made as a result of a refinancing of this Agreement by the occurrence of a Regulatory Trigger EventCreditors or any Affiliate thereof. Provided that, for such purposes, the Creditors will have the preference to be elected on equal terms. In the event that the prepayment made by the Borrower may prepay is for an amount less than the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations total outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months balance of the Lock-Out PeriodBorrowings at the time of prepayment, such partial prepayment will be used by the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice Agent to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount cover repayments of the Obligations outstanding at such timeLoan in reverse order to its maturity. The Borrower shall cover, plus (b) a portion if applicable, break funding costs derived from voluntary prepayment, whether they are originated by the cancellation or reconduction of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed AmountInterest Rate Coverage or not.

Voluntary Prepayments. The Borrower shall be prohibited from making have the right to prepay all or any prepayments, in-whole part of the outstanding principal balance under the Loans at any time in integral multiples of $1,000,000.00 (or in-part, during the Lock-Out Period. Notwithstanding the foregoingentire outstanding balance, if less) and subject to a $5,000,000.00 minimum prepayment on LIBO Rate Loans (or the Facility is prepaidentire outstanding balance, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lendersif less), on any Banking Day; provided that (a) in the date event of such termination providedprepayment of any LIBO Rate Loan, however, that if whether voluntary or on account of acceleration (i) Borrower must provide three (3) Banking Days notice to the Administrative Agent establishes one or more Reservesprior to making such prepayment, and (ii) Borrower must, at the time of making such prepayment, pay all accrued but unpaid interest and all Funding Losses applicable to such prepayment, and (b) Borrower shall not have the right to prepay any Bid Loan before the applicable Bid Loan Maturity Date, but if a Lender makes Bid Loan is deemed prepaid on account of acceleration, Borrower must pay all Funding Losses applicable to such prepayment. Principal amounts prepaid may be reborrowed under the terms and conditions of this Credit Agreement. "FUNDING LOSSES" shall be determined on an individual Syndication Party basis as the amount which would result in such Syndication Party being made whole (on a demand present value basis) for increased costs in accordance with Section 2.13 hereof the actual or imputed funding losses (iiiincluding, without limitation, any loss, cost or expense incurred by reason of obtaining, liquidating or employing deposits or other funds acquired by such Syndication Party to fund or maintain such LIBO Rate Loan) the Administrative Agent declares an Event of Default incurred by such Syndication Party as a result of such payment (regardless of whether the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at Syndication Party actually funded with such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Paymentdeposits); provided, further, provided that upon the occurrence of a Change of Control such amount shall in no event be less than $300.00 with respect to any Syndication Party. In the Company during event of any such payment, each Syndication Party which had funded the first twelve LIBO Rate Loan being paid shall, promptly after being notified of such payment, send written notice (12"FUNDING LOSS NOTICE") months to the Administrative Agent by facsimile setting forth the amount of attributable Funding Losses and the method of calculating the same. The Administrative Agent shall notify Borrower orally or in writing of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice amount of such Funding Losses. A determination by a Syndication Party as to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal amounts payable pursuant to the product of (x) the Lock-Out Make-Whole Payment that would otherwise this Section shall be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountconclusive absent manifest error.

Voluntary Prepayments. The Borrower shall be prohibited from making any prepaymentsBorrower, in-whole or in-parton not less than ten (10) Business Days' prior notice to Administrative Agent, during may prepay the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaidPrincipal Amount, in whole or in-in part, by without premium or penalty, provided that Borrower gives a notice of such prepayment which shall specify: (i) the Borrower date and amount of the prepayment; (ii) whether the prepayment is of LIBOR Loans, Base Rate Loans or its Affiliates during the Lock-Out Perioda combination thereof, and, if a combination thereof, the Borrower shall pay amount allocable to each; and (iii) in the Lock-Out Make-Whole Payment case of prepayment of LIBOR Loans, the expiration date of the applicable Interest Period. Prepayment of all or any portion of the Principal Amount may be made in accordance with this Section provided that: (i) the principal amount prepaid is not less than $1,000,000, unless the prepayment would result in the prepayment of the Loan in full; (ii) all accrued and unpaid interest to the Lenders, on and including the date of such termination prepayment on the amount being prepaid is then paid; and (iii) any amounts payable pursuant to Article III, to the extent then due, are then paid. Any such notice of prepayment may be withdrawn by Borrower in a notice to Administrative Agent on or prior to the date on which such prepayment was to occur, so long as, in connection with such withdrawal, all reasonable out-of-pocket expenses incurred by Administrative Agent in connection with the withdrawn notice of prepayment and any amounts owed pursuant to Article III, if any, are paid simultaneously with such withdrawal or, if later, promptly following being presented with a statement therefor from Administrative Agent or any Lenders. Amounts prepaid may not be reborrowed. Notwithstanding anything in this Agreement to the contrary, none of the payments made pursuant to this Section 2.17 shall be duplicative of any payments required to be made pursuant to Section 3.03 of this Agreement. Administrative Agent and Lenders acknowledge the terms and provisions of Section 3.14 of the Mortgage and agree to perform the actions and undertakings imposed on Administrative Agent and Lenders in such Section. • Acceleration of Advances. • Lenders may, in their absolute discretion, advance or accelerate the advance of all or any portion of the amounts to be advanced hereunder without regard to Borrower's satisfaction of the conditions to its entitlement to Loan proceeds and no Person dealing with Borrower or the Construction Manager or any other Person shall have standing to demand any different performance from Lenders, provided, however, that if (i) the Administrative Agent establishes one or more Reserves, (ii) a Borrower chooses to deposit with each Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result such Lender's Pro Rata Share of the occurrence amount of any Loan advances in excess of the amount which Borrower would be entitled • to pursuant to Section 2.01, Lenders shall give Borrower a Regulatory Trigger Event, credit against the Borrower may prepay interest due on the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice Notes equal to the Lenders interest which would accrue on the amount so deposited as if such amount deposited bore interest at the interest rate that would be applicable thereto under the Notes. • CONTRACTORS, SUBCONTRACTORS, LABORERS, MATERIALMEN and SUPPLIERS are cautioned that if Loan advances are made under the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of alternative set forth in paragraph (a) the entire amount above, proceeds of the Obligations outstanding Loan remaining to be advanced at the time of the completion of the Improvements, or any time prior thereto, may be inadequate to pay all lienable claims incurred by Borrower and unpaid at that time. All potential lienors are therefore cautioned to exercise sound business judgment in the extension of credit to Borrower and should not expect Lenders to make Loan advances in such amounts and at such timetimes that it will not be necessary for said parties to exercise such judgment for themselves. Moreover, plus they are reminded that subdivision (b3) a portion of Section 13 of the Lock-Out Make-Whole Payment equal Lien Law provides that "Nothing in this subdivision shall be considered as imposing upon the lender any obligation to see to the product proper application of (x) such advances by the Lock-Out Make-Whole Payment that would otherwise be payable owner," and (y) a fraction, the numerator Lenders have no intention of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountvoluntarily imposing such obligation on themselves.

Voluntary Prepayments. The Borrower Borrowers shall be prohibited have the right at any time and from making time to time to prepay any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaidBorrowing (other than Bankers’ Acceptances), in whole or in-in part, without premium or penalty, by the Borrower giving irrevocable written notice (or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment telephonic notice promptly confirmed in writing) to the LendersAdministrative Agent (with respect to US Borrowings) or the Canadian Funding Agent (with respect to Canadian Borrowings) no later than 12:00 noon (New York time) (i) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing or Canadian Prime Rate Borrowing, not less than one (1) Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such termination providedprepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid, howeverif any. Upon receipt of any such notice, that if (i) the Administrative applicable Agent establishes one or more Reservesshall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, (ii) a Lender makes a demand for increased costs the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment4.6(c); provided, furtherthat if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrowers shall also pay all amounts required pursuant to Section 4.12. No Bankers’ Acceptances may be prepaid. Each partial prepayment of any Loan shall be in an amount that upon would be permitted in the occurrence case of an advance of a Change Revolving Borrowing of Control with respect the same Type pursuant to Section 2.2. Each prepayment of a Borrowing shall be applied ratably to the Company during Loans comprising such Borrowing. Any prepayment of a Eurodollar Rate Loan, shall be accompanied by all accrued interest on the first twelve (12) months of the Lock-Out Periodamount prepaid, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice together with any additional amounts required pursuant to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed AmountSection 4.12.

Voluntary Prepayments. The Borrower Company may, at its option, at any time and from time to time, prepay the Loans and the Reimbursement Obligations, in whole or in part, upon giving, in the case of any Revolving Credit Loan that is a Eurodollar Loan, or any Term Loan, three Business Days' prior written notice to the Administrative Agent, and, in the case of any Revolving Credit Loan that is a Base Rate Loan, prior written notice on the same Business Day to the Administrative Agent. Such notice shall specify (1) in the case of any prepayment of Loans, the date and amount of prepayment and whether the prepayment is (A) of Term Loans or Revolving Credit Loans, or a combination thereof and (B) of Eurodollar Loans, Base Rate Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each; and (2) in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Upon receipt of such notice, the Administrative Agent shall promptly notify each Applicable Lender of the contents thereof and of such Lender's Applicable Percentage of such prepayment. If any such notice is given, the amount specified in such notice shall be prohibited from making due and payable on the date specified therein, together with (if a Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any prepaymentsamounts payable pursuant to Section 2.18 and, in-whole or in-partin the case of prepayments of the Term Loans only, during accrued interest to such date on the Lock-Out Periodamount prepaid. Prepayments of (i) the Term Loans pursuant to this Section 2.10(c) shall be applied, first, to the Tranche A Term Loans and the Tranche B Term Loans (A) pro rata based on outstanding principal amount thereof at the time of such prepayment and (B) pro rata to the respective installments of principal thereof, and (ii) the Revolving Credit Loans and the Reimbursement Obligations pursuant this Section shall be applied, first, to payment of the Revolving Credit Loans then outstanding, second, to payment of any Reimbursement Obligations then outstanding and, last, to Cover any outstanding Letter of Credit Liability. Notwithstanding the foregoing, in respect of any partial prepayment of Term Loans (until such time as the Tranche A Term Loans have been repaid in full) pursuant to this Section 2.10(c), any Tranche B Term Loan Lender may, at its option, irrevocably decline receipt of its Tranche B Term Loan share of any such prepayment, and, if such Lender so declines, such share shall be applied as an additional prepayment of the Facility is prepaidTranche A Term Loans and the other Tranche B Term Loans in accordance with the immediately preceding sentence, as further adjusted pursuant to balance of this Section 2.10(c). Any Tranche B Term Loan Lender may notify the Administrative Agent and the Company of its election to decline its Tranche B Term Loan share of all such prepayments, in whole or in-part, by which event such notice shall be effective until such Lender notifies the Borrower or its Affiliates during Administrative Agent and the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment Company to the Lenderscontrary. Any Tranche B Term Loan Lender that wishes to decline receipt of its share of any given prepayment pursuant to this Section 2.10(c), shall promptly, and in any event no later than 10:00 a.m. (Houston, Texas time) on the date following receipt of its notice of such termination providedprepayment, however, that if (i) notify the Company and the Administrative Agent establishes of such election. Any Tranche B Term Loan Lender that has not provided notice pursuant to one of the two preceding sentences prior to such 10:00 a.m. deadline shall be deemed to have elected to accept such prepayment. The Administrative Agent shall promptly provide, to all such accepting Tranche B Term Loan Lenders, notice of the principal amount of the Tranche B Term Loans that such Lenders have elected to decline. Any such accepting Lender may, at its option, irrevocably decline receipt of its share of any such declined shares of such prepayment (and shall indicate in such notice whether it elects to accept or more Reservesdecline receipt of its share of such prepayment declined by such other Lenders pursuant to this sentence), (ii) a and, if such Lender makes a demand for increased costs so declines, such share shall be applied as an additional prepayment of the Tranche A Term Loans and the other Tranche B Term Loans in accordance with this Section 2.13 hereof or 2.10(c). Any Tranche B Term Loan Lender that wishes to decline receipt of its share of the reallocation of such declined shares, shall promptly, and in any event no later than 10:00 a.m. (iiiHouston, Texas time) on the date following receipt of the notice from the Administrative Agent declares an Event of Default as a result of regarding such declined shares, notify the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders Company and the Administrative Agent, by paying Agent of such election. Any such accepting Lender that has not provided such notice prior to such 10:00 a.m. deadline shall be deemed to have elected to accept the entire full amount of Obligations outstanding at its share of such time (but notprepayment. Each prepayment of Base Rate Loans shall be in the minimum principal amount of $1,000,000 and in integral multiples of $100,000 and each prepayment of Eurodollar Loans shall be in the minimum principal amount of $3,000,000 and in integral multiples of $100,000 or, for in the avoidance case of doubteither Base Rate Loans or Eurodollar Loans, the Lock-Out Make Whole Payment); provided, further, that upon aggregate principal balance outstanding on the occurrence of a Change of Control with respect to Term Loans or on the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Revolving Credit Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative AgentReimbursement Obligations, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountas applicable.

Voluntary Prepayments. The Borrower shall be prohibited from making have the right to prepay all or any prepayments, in-whole part of the outstanding principal balance under the Loans at any time in integral multiples of $1,000,000.00 (or in-part, during the Lock-Out Period. Notwithstanding the foregoingentire outstanding balance, if less) and subject to a $5,000,000.00 minimum prepayment on LIBO Rate Loans (or the Facility is prepaidentire outstanding balance, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lendersif less), on any Banking Day; provided that (a) in the date event of such termination providedprepayment of any LIBO Rate Loan, however, that if whether voluntary (including payments pursuant to Section 2.9 hereof) or on account of acceleration (i) Borrower must provide three (3) Banking Days notice to the Administrative Agent establishes one or more Reservesprior to making such prepayment, and (ii) Borrower must, at the time of making such prepayment, pay all accrued but unpaid interest and all Funding Losses applicable to such prepayment, and (b) Borrower shall not have the right to prepay any Bid Rate Loan before the applicable Bid Maturity Date, but if a Lender makes Bid Rate Loan is deemed prepaid on account of acceleration, Borrower must pay all Funding Losses applicable to such prepayment. Principal amounts prepaid may be reborrowed under the terms and conditions of this Credit Agreement. “Funding Losses” shall be determined on an individual Syndication Party basis as the amount which would result in such Syndication Party being made whole (on a demand present value basis) for increased costs in accordance with Section 2.13 hereof the actual or imputed funding losses (iiiincluding, without limitation, any loss, cost or expense incurred by reason of obtaining, liquidating or employing deposits or other funds acquired by such Syndication Party to fund or maintain such LIBO Rate Loan or Bid Rate Loan) the Administrative Agent declares an Event of Default incurred by such Syndication Party as a result of such payment (regardless of whether the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at Syndication Party actually funded with such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Paymentdeposits); provided, further, provided that upon the occurrence of a Change of Control such amount shall in no event be less than $300.00 with respect to any Syndication Party. In the Company during event of any such payment, each Syndication Party which had funded the first twelve LIBO Rate Loan being paid (12or the Syndication Party which made the Bid Advance being prepaid) months shall, promptly after being notified of such payment, send written notice (“Funding Loss Notice”) to the Administrative Agent by facsimile setting forth the amount of attributable Funding Losses and the method of calculating the same. The Administrative Agent shall notify Borrower orally or in writing of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice amount of such Funding Losses. A determination by a Syndication Party as to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal amounts payable pursuant to the product of (x) the Lock-Out Make-Whole Payment that would otherwise this Section shall be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountconclusive absent manifest error.

Voluntary Prepayments. ​ ​ The Borrower shall may, upon notice (which notice may be prohibited from making in the form attached as Exhibit H-2 hereto or any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, other form approved by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, that if (i) the Administrative Agent establishes one (including any form on an electronic platform or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default electronic transmission system as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and shall be approved by the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed), appropriately completed and signed by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect Responsible Officer) to the Company during the first twelve Administrative Agent (12) months of the Lock-Out Perioda “Voluntary Prepayment Notice”), the Borrower may at any time or from time to time, voluntarily prepay the Loans in-full, but not in-part, upon five in whole or in part (5a “Voluntary Prepayment”) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire in an amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product sum of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and aggregate principal amount of the Loans being prepaid, (y) in the case of a fractionprepayment of Delayed Draw Loans, the numerator applicable Prepayment Amount, if any, for such Delayed Draw Loans being prepaid and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that, except with respect to any prepayments made pursuant to Section 2.09(a), (i) such Voluntary Prepayment Notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of which is prepayment (or such shorter period as the number Administrative Agent and the Lenders may agree) and (ii) any prepayment shall be either (A) in an aggregate principal amount of days remaining at least $5,000,000 and a whole multiple of $1,000,000 in excess thereof or (B) the entire principal amount of the Loans then outstanding. Each such Voluntary Prepayment Notice shall specify the date of such prepayment, the amount of principal being prepaid, whether the Loans being prepaid are Initial Loans, Delayed Draw Loans, Kodiak Pay-off Loans or other Additional Loans, and, in the first twelve case of a prepayment of Delayed Draw Loans, the applicable Prepayment Amount, if any, determined with respect to such Delayed Draw Loans, as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount, if any, and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of certain events, including, without limitation, the closing of other credit facilities, in which case such notice may be revoked by the Borrower (12by notice to Administrative Agent on or prior to the specified effective date) months if such conditions are not satisfied. Subject to Section 2.11(j), any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lock-Out Period and the denominator Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amounteach such payment.

Voluntary Prepayments. The Borrower shall be prohibited from making any prepaymentshave the right to prepay Term Loans and Revolving Credit Loans, in-whole without premium or in-part, during the Lock-Out Period. Notwithstanding the foregoingpenalty (other than as provided in Section 4.1(b) and amounts, if any, required to be paid pursuant to Section 2.11 with respect to prepayments of Term SOFR Loans made on any date other than the Facility is prepaidlast day of the applicable Interest Period), in whole or in-in part, from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and, in the case of Term SOFR Loans, the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 1:00 p.m. (x) one Business Day prior to (in the case of ABR Loans) or its Affiliates during (y) three Business Days prior to (in the Lock-Out Periodcase of Term SOFR Loans) (or, in each case, such shorter time as the Administrative Agent may agree), (b) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of Term SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding Term SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Term SOFR Loans and (c) any prepayment of Term SOFR Loans pursuant to this Section 5.1 on any day prior to the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans in such manner as the Borrower may determine and (b) in the case of Term Loans, applied to reduce Term Loan Repayment Amounts in such order as the Borrower may determine. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce Term Loan Repayment Amounts or prepayments of Term Loans as between existing Classes of Term Loans, the Borrower shall pay be deemed to have elected that in the Lock-Out Make-Whole Payment case of Term Loans, such prepayments be applied to reduce the Term Loan Repayment Amounts of the applicable Class of Term Loans in direct order of maturity and on a pro rata basis among the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified. All prepayments under this Section 5.1 shall also be subject to the Lenders, on the date provisions of such termination provided, however, that if (iSection 5.2(d) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) e), as applicable. At the Administrative Agent declares an Event of Default as a result of the occurrence Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed AmountDefaulting Lender.

Voluntary Prepayments. The Borrower may, at any time, terminate financing under this Agreement and prepay the Indebtedness in full (a “Voluntary Termination”) by providing Lender with written notice (the “Termination Notice”) at least ninety (90) calendar days prior to the specific date upon which Borrower intends to cease financing hereunder and prepay the Indebtedness in full (the “Termination Date”). After receipt of the Termination Notice, Lender shall cease making advances under this Agreement and all Indebtedness shall be prohibited from making any prepaymentsimmediately due and payable upon the earlier of the Maturity Date or the Termination Date, in-whole or in-partas applicable. In connection with a Voluntary Termination, during the Lock-Out PeriodIndebtedness owing and to be paid by Borrower to Lender on the Termination Date shall include as liquidated damages, not as a penalty, the Liquidated Damages. Notwithstanding any other provision of any Loan Document, no termination of financing under this Agreement shall affect Lender’s rights or any of the foregoingIndebtedness existing as of the Termination Date, if and the Facility is prepaid, provisions of the Loan Documents shall continue to be fully operative until the Indebtedness (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment cash in full. The Liens granted to the Lenders, on Collateral Agent for the date benefit of such termination provided, however, that if (i) Lender under the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders Loan Documents and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders financing statements filed pursuant thereto and the Administrative Agent, by paying the sum rights and powers of Secured Parties thereunder shall continue in full force and effect until (a) all of the entire Indebtedness (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) has been fully performed and indefeasibly paid in full in cash, and (b) financing under this Agreement has been terminated, as provided herein. Lender hereby agrees to give Borrower written confirmation of the amount of the Obligations outstanding at such time, plus (b) Indebtedness in a portion timely fashion following receipt of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed AmountTermination Notice.

Voluntary Prepayments. The Borrower shall outstanding principal amount of the Loan may be prohibited from making any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, prepaid in whole or in-in part only as expressly provided herein, and may not otherwise be prepaid. On any date occurring after the Closing Date, upon not less than ten (10) Business Days’ prior notice to Lender, Borrower may prepay the Loan (a) in whole or (b) in part, by the Borrower or its Affiliates during the Lock-Out Periodsolely with respect to this clause (b), the Borrower shall pay the Lock-Out Make-Whole Payment pursuant to (i) a Permitted Release in accordance with Section 2.6 hereof (but only to the Lendersextent that such prepayment (together with all prior prepayments made pursuant to Permitted Releases, on Affected Property Releases and Limited Cure Releases) does not exceed the date Permitted Release Threshold), (ii) pursuant to a Limited Cure Release in accordance with Section 8.1(c) hereof or (iii) pursuant to an Affected Property Release in accordance with Section 6.4(d) of such termination the Mortgage Loan Agreement; provided that (A) no Event of Default shall be continuing (other than the Event of Default which is to be cured pursuant to a Limited Cure Release); provided, however, that solely in connection with a prepayment in whole of the Loan, the absence of an Event of Default shall not be a precondition thereto so long as such prepayment complies with all other applicable provisions hereof and (B) any prepayment in whole pursuant to clause (a) hereof or any prepayment pursuant to clause (b) hereof pursuant to a Permitted Release or a Limited Cure Release which occurs prior to the Payment Date occurring in January, 2009 (the “Lockout Release Date”) shall include the Spread Maintenance Premium. If a prepayment under this Section 2.4.1(a) is made (I) on a Payment Date, then Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the principal balance of the Loan then being prepaid accrued through the end of the Interest Period ending immediately prior to such Payment Date or (II) on a day other than a Payment Date, then Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the principal balance of the Loan then being prepaid which would have accrued through the end of the Interest Period then in effect, notwithstanding that such Interest Period extends beyond the date of such prepayment. Additionally, in connection with any voluntary prepayment pursuant to this Section 2.4.1, the Mortgage Loan and each Other Mezzanine Loan shall be simultaneously prepaid ratably, or if (i) such prepayment is in connection with the Administrative Agent establishes one or more Reserves, (ii) release of a Lender makes a demand for increased costs Release Property in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event2.6 hereof, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product Mortgage Release Amount and the Other Mezzanine Release Amount applicable to such Release Property. Borrower acknowledges and agrees that in connection with any prepayment under the Mortgage Loan or any Other Mezzanine Loan, the Loan shall be simultaneously prepaid as provided in the Mortgage Loan Agreement or the applicable Other Mezzanine Loan Agreement. Borrower shall have the right, by notice to Lender, to revoke any notice of prepayment given pursuant to this Section 2.4.1, provided that (xi) 3.00% such notice is given not later than the date that is one (1) Business Day prior to the date originally designated as the date of prepayment and (yii) Borrower shall within ten (10) Business Days after demand pay to Lender all reasonable costs and expenses incurred by Lender in connection with the Maximum Committed Amountproposed prepayment and/or the revocation thereof, including, without limitation, reasonable attorneys’ fees and disbursements.

Voluntary Prepayments. (a) The Borrower shall be prohibited from making Guarantors may prepay all or a portion of the Loans at any prepaymentstime following a Borrowing Date, in-whole either through an assignment of all or in-part, during a portion of the Lock-Out Period. Notwithstanding Loans in accordance with Section 2.9(b) or as a direct prepayment of all or a portion of the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment Loans to the Lenders, which prepayment shall in each case be made together with accrued and unpaid interest on the date principal amount so prepaid and all other amounts then payable under this Agreement (including Section 3.4 of the Relevant Credit Agreement pursuant to which such termination provided, however, that if prepayment relates) but without premium or penalty (subject to Section 3.4 of the Relevant Credit Agreement pursuant to which such prepayment relates); provided that: (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) Guarantors shall give the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon at least five (5) Business Days’ prior written notice to of each such prepayment; (ii) each such notice of prepayment shall specify the Lenders amount being prepaid, the date of such prepayment and the Administrative Agent, by paying Relevant Credit Agreement to which such prepayment relates; (iii) each partial prepayment shall be in the entire aggregate amount of Obligations outstanding at U.S.$5,000,000 or an integral multiple of U.S.$1,000,000 in excess thereof; and (iv) in the case of a notice of prepayment by assignment in accordance with this Section 2.9, such time notice of prepayment shall specify the name of the applicable Eligible Assignee(s) (but notit being understood that, notwithstanding any other provision of this Agreement, for the avoidance purposes of doubtany assignment of Loans pursuant to this Section 2.9, an Eligible Assignee may be an Affiliate of either Guarantor or the Lock-Out Make Whole Paymentapplicable Borrower, in which case such Eligible Assignee will not have any right to vote for any purposes hereunder); provided, further, . Amounts that upon are prepaid may not be reborrowed by the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountapplicable Borrower.

Voluntary Prepayments. The Any Borrower shall be prohibited Party may, upon delivery of a Prepayment Notice to Administrative Agent, at any time or from making any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, time to time voluntarily prepay Loans in whole or in-part, by the Borrower in part without premium or its Affiliates during the Lock-Out Periodpenalty; provided that: (a) with respect to Swingline Loans, the principal of any Swingline Loan may be prepaid by 11:00 a.m. on any Business Day, and any prepayment not received by 11:00 a.m. on such Business Day shall be deemed to have been made on the next succeeding Business Day; (b) with respect to any other Loan, such Prepayment Notice must be received by Administrative Agent not later than: (A) 11:00 a.m. three (3) Business Days prior to any date of prepayment of Term SOFR Loans, Daily SOFR Loans or CP Rate Loans; and (B) 11:00 a.m. one (1) Business Day prior to any date of prepayment of Base Rate Loans; and (c) any prepayment of Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; or, if less, the entire principal amount thereof then outstanding. Each such Prepayment Notice shall specify the date (which shall be a Business Day) and amount of such prepayment, if applicable, the Type(s) of Syndicated Loans to be prepaid. Administrative Agent will promptly notify each Funding Agent of its receipt of each such Prepayment Notice, and of the amount of its Lender Group’s Repayment Percentage of such prepayment. If such Prepayment Notice is given by a Borrower Party, such Borrower Party shall pay make such prepayment and the Lock-Out Make-Whole Payment to the Lenders, payment amount specified in such Prepayment Notice shall be due and payable on the date of such termination providedspecified therein. With respect to any Loan prepaid pursuant to this Section 3.05, however, that if (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs all accrued interest thereon shall be paid in accordance with Section 2.13 hereof or (iii3.02(b) the Administrative Agent declares and any additional amounts required pursuant to Article 4 with respect thereto shall be promptly paid following receipt of an Event of Default as a result of the occurrence of a Regulatory Trigger Eventaccurate and correct invoice for such amounts. Subject to Section 2.15, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice each such prepayment shall be applied to the Lenders and the Administrative Agent, Principal Obligation held by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control each Lender in accordance with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountits applicable Repayment Percentage.

Voluntary Prepayments. The Borrower shall be prohibited may, upon notice from making the Borrower to the Administrative Agent in the form of a written Prepayment Notice, at any prepayments, in-whole time or in-part, during from time to time voluntarily prepay the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, Term Loans in whole or in-part, in part without premium (except as otherwise set forth below) or penalty; provided that (x) such Prepayment Notice shall contain the information required by the Borrower immediately succeeding sentence and must be received by the Administrative Agent not later than 12:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) on the date of prepayment of Base Rate Loans; (y) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (z) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $250,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such Prepayment Notice shall specify the date and amount of such prepayment and the Type(s) of Term Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its Affiliates during receipt of each such notice, and of the Lock-Out Periodamount of such Xxxxxx’s Pro Rata Share of such prepayment. If such Prepayment Notice is given by the Borrower, the Borrower shall pay make such prepayment and the Lock-Out Make-Whole Payment to the Lenders, payment amount specified in such Prepayment Notice shall be due and payable on the date specified therein, except that any such Prepayment Notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such termination providednotice may be revoked by the Borrower on or prior to the date of prepayment if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, however, that if (i) together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs Loans of the Lenders in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result their respective Pro Rata Shares. Each such prepayment of the occurrence of a Regulatory Trigger Event, Term Loans shall be applied to the principal installments thereof under Section 2.07(b) as directed by the Borrower may prepay the Loans in-full during the Lock-Out Periodin its sole discretion, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, if no direction is given by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum in direct order of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountmaturity.

Voluntary Prepayments. The Borrower shall be prohibited from making any Except for regular payments of interest and principal as provided hereunder, prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, that if (i) shall not be permitted during the Administrative Agent establishes one Revolving Loan Term except for any prepayment of the Note Receivable Loan Component received by Lender on or more Reservesbefore January 31, 2011 (which prepayment shall not be subject to a Prepayment Premium), and (ii) a Lender makes a demand for increased costs may be made, subject to Section 2.6 hereof, in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-fullwhole, but not in-in part, upon five (5) Business Daysdays prior written notice to the Lender at any time after the end of the Revolving Loan Term upon payment of the applicable Prepayment Premium (whether such prepayment results from voluntary payments by Borrower, acceleration, or otherwise); provided, however, that (A) payments or prepayments of Pledged Notes Receivable made by Purchasers who are not directly or indirectly solicited by Borrower to make such prepayment shall not violate this Section 2.5(a)(i), and no Prepayment Premium shall be payable as a result of any such payment by Purchasers; and (B) if at any time the Borrower wishes to release any Pledged Notes Receivable for the purpose of including those Pledged Notes Receivable in a securitization, pooling or similar conduit transaction, and after 30 days’ prior written notice to Lender, Borrower may prepay the Lenders principal balance of the Loan in whole or in part, to the extent necessary to cause the then current outstanding unpaid principal balance of the Loan to be equal to or less than the Borrowing Base, and, except as provided in Section 2.6 hereof, no Prepayment Premium will be due where such prepayment is the result of a securitization closing, as certified by Borrower to Lender. If Borrower voluntarily prepays the entire Receivables Loan Component, then Borrower shall pay to Lender the fee described in Section 2.6 hereof, shall no longer be entitled to Advances of the Acquisition Loan Component or the Inventory Loan Component and the Administrative Agent, by paying outstanding principal balance under the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period Inventory Loan Component and the denominator of which is 360, plus (c) an amount equal Acquisition Loan Component shall be repaid as provided in this Section 2.5(a)(i). Any payments made pursuant to the product of (x) 3.00% and (y) the Maximum Committed AmountSection 2.5A hereof shall not be deemed to be prepayments subject to this Section 2.5.”

Voluntary Prepayments. The 4.3.1.1. Borrower shall be prohibited have the right, at its option, from making any prepaymentstime to time to prepay one or more Fixed Rate Notes then outstanding (but not the Revolving Credit Note) subject, in-whole or in-parthowever, during to the Lock-Out Periodterms and conditions set forth in this SECTION 4.3. Notwithstanding anything contained herein to the foregoing----------- contrary, if no prepayment under one or more Fixed Rate Notes may be less than the Facility is outstanding principal balance and accrued interest on the Fixed Rate Note(s) prepaid. Whenever Borrower desires to prepay one or more Fixed Rate Notes in full, in whole or in-partBorrower shall provide a prepayment notice to Lender at least thirty (30) days prior to the date of the proposed prepayment, by identifying the Borrower or its Affiliates during Fixed Rate Note(s) to be prepaid and setting forth the Lock-Out Periodproposed prepayment date. Any such prepayment notice shall be irrevocable. In all instances, the Borrower principal balance of the Fixed Rate Note(s) which is (are) the subject of such notice, together with interest on such principal balance, shall pay the Lock-Out Make-Whole Payment to the Lenders, be due and payable by 12:00 Noon Eastern Time on the date specified in the prepayment notice as the date on which such Fixed Rate Note(s) is (are) to be prepaid in full. Lender shall, upon receipt of such termination providedprepayment notice, howeverprepare and deliver to Borrower within ten (10) days of such receipt, that if (i) via facsimile or other electronic transmittal, a statement of interest due with respect to such prepayment. Notwithstanding any of the Administrative Agent establishes one or more Reservesforegoing to the contrary, (ii) in the event of a Lender makes a demand for increased costs prepayment of the last Fixed Rate Note then outstanding after the Revolving Credit Note Expiration Date, such prepayment shall be performed in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event provisions of Default SECTION 2.13, ------------ as a result of such prepayment will terminate Borrower's Obligations under the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders Fixed Rate Note and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountthis Agreement.

Voluntary Prepayments. The Except as otherwise expressly set forth in this Section 2.4 or in connection with a release of an Individual Property conducted in accordance with Section 2.5.2 below or a Partial Release conducted in accordance with Section 2.5.6 below, Borrower shall be prohibited from making any prepayments, in-whole or in-part, during not have the Lock-Out Period. Notwithstanding right to prepay the foregoing, if the Facility is prepaid, Loan in whole or in-in part. Provided that Borrower has not previously elected to defease the Loan in whole in accordance with Section 2.8.1 hereof, Borrower may prepay the Loan (a) from and after the Permitted Release Date (1) in whole or (2) in connection with a Partial Release conducted in accordance with Section 2.5.6 below, in part, and/or (b) from and after the Closing Date, solely in connection with a release of an Individual Property conducted in accordance with Section 2.5.2 below , in part provided, that, in each case, (i) no Event of Default is continuing as of the date of the applicable prepayment; (ii) Borrower gives Lender not less than ten (10) days’ prior written notice of the principal amount of the Loan that Borrower intends to prepay and the intended date of prepayment, which notice shall be revocable by Borrower at any time (the “Prepayment Notice”); and (iii) Borrower or its Affiliates during the Lock-Out Periodpays Lender, the Borrower shall pay the Lock-Out Make-Whole Payment in addition to the Lendersoutstanding principal amount of the Loan to be prepaid (A) if such prepayment does not occur on a Payment Date, all interest that would have accrued on the principal amount of the Loan to be prepaid through and including the last day of the Interest Period related to the Payment Date following the date of such termination providedprepayment or, howeverif such prepayment occurs on a Payment Date, any interest that if (i) would have accrued on the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result principal amount of the occurrence Loan to be prepaid through and including the last day of a Regulatory Trigger Eventthe Interest Period immediately preceding such Payment Date; (B) all other sums then due and payable under this Agreement, the Borrower may prepay the Loans in-full during the Lock-Out PeriodNote, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agentother Loan Documents, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-fullincluding, but not inlimited to all of Lender’s reasonable, actual out-part, upon five of-pocket costs and expenses (5including reasonable attorney’s fees and disbursements) Business Days’ incurred by Lender in connection with such prepayment of the Loan and any actual out-of-pocket costs and expenses incurred in connection with a rescinded or extended Prepayment Notice and (C) if such prepayment is made prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fractionYield Maintenance End Date, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed AmountYield Maintenance Premium.

Voluntary Prepayments. The Borrower shall Term Loans will be prohibited from making voluntarily prepayable at any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaidtime, in whole or in-in part, by at the option of the Borrower, upon notice and in minimum principal amounts and in multiples to be agreed upon, without premium or penalty (except breakage costs). Negative Covenant Changes: Will be set at levels no less restrictive on the Borrower or its Affiliates during than provided under the Lock-Out Periodterms of the New Debt Financing. Upfront Fee: The Lenders of the Term Loans will be entitled to an upfront fee of 2.00% of the principal amount of Term Loans held thereof by such Lender on the Closing Date, and shall receive such fee in the Borrower shall pay form of an increase in principal amount of the Lock-Out Make-Whole Payment to the Lenders, on Term Loans. SUPPORT AGREEMENT LOCKUP PERIOD: From the date of such termination providedthe Lockup and Support Agreement until September 15, however2015. WARRANTS The Borrower will issue detachable warrants (the “Warrants”) ratably to the Lenders representing the right to purchase in aggregate up to 5% of the equity of Euramax Holdings, Inc. (“Holdings”) on a fully diluted basis (after giving effect to the exercise of the Warrants and to the exercise and conversion of all other outstanding securities and options and including all shares reserved for future issuance under any stock option and similar plan and including any shares, options or otherwise issued or issuable to the incoming CEO and to any other members of management during the term of the warrant).The Warrants will have a nominal exercise price of $0.01 per share. Warrants may be exercised at the option of the holder on a cashless basis.The Warrants will expire ten (10) years from the date of issuance.The Warrants will contain mutually agreeable anti-dilution provisions, put rights, tag-along rights and drag-along rights. EXHIBIT 99.1 BOARD SEAT SoundPoint shall have the right to designate one individual (the “SP Director”) to serve, and who shall be elected, as a member of the Board of Directors of Holdings (the “Holdings Board”), effective as of the Closing Date and who shall have the same rights, duties and protections as a director as the other members of the Holdings Board. The SP Director shall be entitled to serve on the Holdings Board for an initial period that if begins on the Closing Date and ends on the later of (i) the Administrative Agent establishes one or more Reserves, date that is the two-year anniversary of the Closing Date and (ii) a Lender makes a demand the date of Holdings’ 2017 annual meeting of stockholders, with such initial period eligible to be extended beyond that two-year anniversary date and for increased costs additional one-year terms thereafter, in accordance with Section 2.13 hereof each case subject to the requisite approval of Holdings’ stockholders; provided, however that the SP Director shall resign from the Holdings Board and SoundPoint’s foregoing board designation right shall terminate permanently if at any time SoundPoint owns or controls directly or indirectly less than either (x) 87.5% of the aggregate amount of the Term Loan owned or controlled by SoundPoint or its affiliates on the Closing Date or (iiiy) 90% of the Administrative Agent declares an Event aggregate amount of Default shares of the capital stock of Holdings owned or controlled by SoundPoint or its affiliates on the Closing Date as a result of sales or transfers of shares of Holdings capital stock by SoundPoint or its affiliates to unaffiliated third parties. SoundPoint shall have the occurrence of right to nominate a Regulatory Trigger Event, replacement to serve as the Borrower may prepay the Loans in-full SP Director during the Lockinitial two-Out Periodyear period and any subsequent terms approved as set out above in the event that the individual nominated as the SP Director is no longer able to serve on the Holdings Board during such periods. SoundPoint’s board designation right shall be personal to SoundPoint and may not be transferred or assigned to any party.For so long as the SP Director continues to serve on the Holdings Board in accordance with the foregoing right, upon five (5) Business Days’ prior written notice SoundPoint will waive any rights it may have to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months designate one or more members of the Lock-Out PeriodHoldings Board under the terms of Holdings’ Stockholders Agreement dated June 29, 2009. In the Borrower may prepay event that the Loans in-fullSP Director is no longer entitled to serve in accordance with the foregoing, but not in-partthen such waiver shall automatically terminate, upon five (5) Business Days’ prior written notice and SoundPoint shall be entitled to the Lenders any and the Administrative Agent, by paying the sum of (a) the entire amount all rights to designate a member of the Obligations outstanding at Holdings Board as may be provided to stockholders of Holdings in accordance with the terms and conditions of such Stockholders Agreement as in effect from time to time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amount.

Voluntary Prepayments. The Borrowers may at any time on at least three (3) Business Days' prior written notice by Borrower Representative to the Agents voluntarily prepay, all or part of the Term Loans; provided that any such prepayments shall be prohibited from making any prepaymentsin a minimum amount of $250,000 and integral multiples of $250,000 in excess of such amount and shall be accompanied by payment of all fees required to be paid pursuant to Section 2.7(c); provided additionally that no such prepayment, in-whole or in-partother than in connection with the payment in full of all Obligations and termination of all Commitments, during shall be made unless: (i) Administrative Agent shall have received an officer's certificate and accompanying financial information demonstrating after giving pro forma effect to such prepayment that Borrowing Availability shall not be less than $15,000,000 for the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on thirty (30) day period immediately preceding the date of the proposed payment (assuming such termination providedprepayment was made on the first day of such prior thirty (30) day period), however, that if (i) the Administrative Agent establishes one or more Reserves, and (ii) a Lender makes a demand for increased costs no Default or Event of Default shall have occurred and be continuing at the time of such prepayment. In addition, Borrowers may at any time after Borrowers have prepaid all of the Term Loans and on at least three (3) Business Days' prior written notice by Borrower Representative to the Agents terminate all of the Revolving Loan Commitment; provided that upon such termination, all Revolving Loans and other Obligations owing to the Revolving Lenders shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Section 2.13 hereof or 2.2; provided further that following a Major Asset Disposal, Borrowers may permanently reduce the Revolving Loan Commitment to an amount not less than $37,500,000 upon three (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (53) Business Days’ prior written Days notice by Borrower Representative to Agents so long as the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire principal amount of the Obligations outstanding aggregate Revolving Loan would not exceed the lesser of any Borrowing Base and the Maximum Amount at the time of such time, plus (b) a portion proposed reduction. Any such voluntary prepayment of Term Loans or termination or partial permanent reduction of the Lock-Out Make-Whole Payment equal to Revolving Loan Commitments must be accompanied by the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months payment of the Lock-Out Period Fee required by Section 2.7(c), if any. Upon any such prepayment and termination of the denominator Revolving Loan Commitment, each Borrower's right to request Revolving Credit Advances or request that Letter of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed AmountCredit Obligations be incurred on its behalf shall simultaneously be terminated.

Voluntary Prepayments. The Except as otherwise expressly provided herein, Borrower shall be prohibited from making any prepayments, in-not have the right to prepay the Loan in whole or inin part prior to the Maturity Date. Borrower may, at its option and upon at least thirty (30) days prior written notice to Lender specifying the Business Day on which such prepayment is to be made (a “Prepayment Date”) (which notice may be revoked by Borrower at any time prior to the Prepayment Date provided that Borrower shall reimburse Lender for any costs incurred by Lender as a result of such revocation), prepay the Debt in whole, but not in part (except as otherwise expressly permitted under this Agreement), provided that such prepayment is accompanied by (a) all interest accrued on the amount of the Loan being so prepaid through and including the last day of the Interest Accrual Period in effect as of such Prepayment Date, (b) all other sums due and payable under this Agreement and the other Loan Documents, including, but not limited to any amounts due under Section 2.2.4 hereof and all of Lender’s out-partof-pocket costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment, during and (c) the Lock-Out PeriodPrepayment Premium applicable to such payment (if any). Unless an Event of Default then exists, any voluntary prepayment of the Loan and the Mezzanine Loan shall be made such that Lender and Mezzanine Lender shall receive their respective pro rata share of any principal amount so repaid (based on the respective outstanding principal balances of the Loan and the Mezzanine Loan in effect at such time). Notwithstanding the foregoing, if in no event shall Borrower be permitted to prepay the Facility is prepaid, Debt on a date during an Interest Accrual Period (other than a prepayment of the Debt in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole on a Payment Date) which is prior to the Lenders, on the date of Determination Date for such termination provided, however, that if (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Interest Accrual Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amount.. 2.5.2

Voluntary Prepayments. The Except as otherwise expressly set forth in this Section 2.4 or in connection with a release of the Taran Outparcel conducted in accordance with Section 2.5.2 below, a release of a Release Parcel conducted in accordance with Section 2.5.3 below or a release of a Retail Release Parcel conducted in accordance with Section 2.5.4 below, Borrower shall be prohibited from making any prepayments, in-whole or in-part, during not have the Lock-Out Period. Notwithstanding right to prepay the foregoing, if the Facility is prepaid, Loan in whole or in-in part. Provided that Borrower has not previously elected to defease the Loan in whole in accordance with Section 2.8.1 hereof, Borrower may prepay the Loan from and after the Permitted Release Date (1) in whole and/or (2) in connection with a release of the Taran Outparcel conducted in accordance with Section 2.5.2 below, a release of a Release Parcel conducted in accordance with Section 2.5.3 below or a release of a Retail Release Parcel conducted in accordance with Section 2.5.4 below, in part, provided, that, in each case, (i) no Event of Default is continuing as of the date of the applicable prepayment; (ii) Borrower gives Lender not less than ten (10) days’ prior written notice of the principal amount of the Loan that Borrower intends to prepay and the intended date of prepayment, which notice shall be revocable by Borrower at any time (the “Prepayment Notice”); and (iii) Borrower or its Affiliates during the Lock-Out Periodpays Lender, the Borrower shall pay the Lock-Out Make-Whole Payment in addition to the Lendersoutstanding principal amount of the Loan to be prepaid (A) if such prepayment does not occur on a Payment Date, all interest that would have accrued on the principal amount of the Loan to be prepaid through and including the last day of the Interest Period related to the Payment Date following the date of such termination providedprepayment or, howeverif such prepayment occurs on a Payment Date, any interest that if (i) would have accrued on the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result principal amount of the occurrence Loan to be prepaid through and including the last day of a Regulatory Trigger Eventthe Interest Period immediately preceding such Payment Date; (B) all other sums then due and payable under this Agreement, the Borrower may prepay the Loans in-full during the Lock-Out PeriodNote, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agentother Loan Documents, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-fullincluding, but not inlimited to all of Lender’s reasonable, actual out-part, upon five of-pocket costs and expenses (5including reasonable attorney’s fees and disbursements) Business Days’ incurred by Lender in connection with such prepayment of the Loan and any actual out-of-pocket costs and expenses incurred in connection with a rescinded or extended Prepayment Notice and (C) if such prepayment is made prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fractionYield Maintenance End Date, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed AmountYield Maintenance Premium.

Voluntary Prepayments. The Borrower shall Term Loans may be prohibited from making any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, repaid in whole or in-part, by the Borrower in part without premium or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, penalty; provided that if (i) the Administrative Agent establishes one or more Reserves, LIBOR Rate Loans may be repaid only upon three (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (53) Business Days’ prior written notice to the Lenders and the Administrative Agent, (ii) repayments of LIBOR Rate Loans must be accompanied by paying the entire payment of any amounts owing under Section 2.20 and (iii) partial repayments of Loans shall be in minimum principal amount of Obligations outstanding the Borrowing Minimum, and in integral multiples of the Borrowing Multiple in excess thereof. To the extent that the Borrower elects to prepay the Closing Date Term Loan or, if applicable, any Incremental Term Loans, amounts prepaid under this Section 2.11(a) shall be applied to such Term Loans (to the remaining principal installments thereof, if any, as directed by the Borrower) first ratably to any Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.11(a) shall be subject to Section 2.20, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at such time (but not, for the avoidance request of doubt, the Lock-Out Make Whole Payment); provided, further, that upon Administrative Agent in the occurrence case of a Change prepayment under this clause (a) or clause (b) below, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder through the date of Control with respect to prepayment. Amounts prepaid on the Company during the first twelve (12) months of the Lock-Out Period, Term Loans may not be reborrowed. Each notice delivered by the Borrower may prepay pursuant to this Section 2.11(a) shall be revocable by the Loans in-full, but not in-part, upon five Borrower (5) Business Days’ prior written by notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal Agent on or prior to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountproposed prepayment date specified therein).

Voluntary Prepayments. The Reductions in Commitments. Borrower shall be prohibited from making may at any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment time on at least 5 days' prior written notice to the Lenders, on the date of such termination provided, however, that if Agent (i) voluntarily prepay all or part of the Administrative Agent establishes one Term Loan or more ReservesCapEx Loan, (ii) permanently reduce (but not terminate) the Revolving Loan Commitment and/or (iii) permanently reduce or terminate the CapEx Loan Commitment; provided that (A) any such prepayments or reductions shall be in a Lender makes a demand for increased minimum amount of $500,000 and integral multiples of $250,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan then outstanding, (C) the CapEx Loan Commitment shall not be reduced to an amount less than the amount of the CapEx Loan then outstanding and (D) after giving effect to such reductions, Borrower shall comply with Section 1.3(b)(i). In addition, Borrower may at any time on at least 10 days' prior written notice to Agent terminate the Revolving Loan Commitment; provided that upon such termination, all Loans and other Obligations shall be immediately due and payable in full. Any voluntary prepayment of the Term Loan or CapEx Loan and any reduction or termination of the Revolving Loan Commitment or the CapEx Loan Commitment must be accompanied by payment of the Fee required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 2.13 hereof 1.13(b). Upon any such reduction or (iii) the Administrative Agent declares an Event of Default as a result termination of the occurrence Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be. Upon any such reduction or termination of a Regulatory Trigger Eventthe CapEx Loan Commitment, Borrower's right to request CapEx Advances shall simultaneously be permanently reduced or terminated, as the case may be. Each notice of partial prepayment shall designate the Loans or other Obligations to which such prepayment is to be applied; provided that any partial prepayments of the Term Loan or CapEx Loan made by or on behalf of Borrower may shall be applied to prepay the Loans in-full during scheduled installments of Borrower's Term Loan or CapEx Loan, as the Lock-Out Periodcase may be, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount in inverse order of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountmaturity.

Voluntary Prepayments. The Borrowers may at any time on at least five days' prior written notice by Borrower shall be prohibited from making any prepaymentsRepresentative to Applicable Agent (i) voluntarily prepay all or part of the Loans other than the Revolving Loan, in-whole provided that such payments are applied in the manner set forth in Section 1.3(c), or in-part, during (ii) voluntarily reduce the Lock-Out Period. Notwithstanding Revolving Loans or the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination Revolving Loan Commitments; provided, however, that if (ia) any such partial prepayments or reductions shall be in a minimum amount of $500,000 and integral multiples of $250,000, in excess of such amount and (b) the Administrative Revolving Loan Commitment shall not be reduced to an amount less than one hundred and five percent (105%) of the L/C Sublimit. In addition, Borrowers may at any time on at least ten days' prior written notice by Borrower Representative to Applicable Agent establishes one terminate the Revolving Loan Commitment; provided, however, that upon such termination of the Revolving Loan Commitment (or more Reservesupon any reduction of the Revolving Loan Commitment below the aggregate amount of $8,000,000), (ii) a Lender makes a demand for increased all Loans and other Obligations shall be immediately due and payable in full. Any such voluntary prepayment and any such reduction or termination of the Revolving Loan Commitments must be accompanied by the payment of the fee required by Section 1.7(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 2.13 hereof 1.11(b). Upon any such repayment and reduction or (iii) the Administrative Agent declares an Event of Default as a result termination of the occurrence Revolving Loan Commitments, each Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, as the case may be, shall simultaneously be permanently reduced or terminated, as the case may be; provided that a Regulatory Trigger Eventpermanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Loans or other Obligations to which such prepayment is to be applied, provided that any partial prepayments of the Term Loans made by or on behalf of any Borrower may shall be applied to prepay the scheduled installments of such Borrower's Term Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount in inverse order of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountmaturity.

Voluntary Prepayments. The Borrowers may voluntarily prepay the Outstanding Amount of the Loans, in whole or in part, upon not less than three (3) Business Days' prior irrevocable written notice by Administrative Borrower to the Administrative Agent (or such shorter period as the Administrative Agent, in its sole discretion, may otherwise agree); provided, that any prepayment of the Term Loans shall be prohibited in a principal amount of not less than $2,500,000, or an integral multiple of $250,000 in excess thereof (or, if less, the entire Outstanding Amount of the Term Loans). In connection with any voluntary prepayment of the Term Loans, Borrowers shall pay the sum of: (i) the Outstanding Amount of the Term Loans being paid or prepaid; plus (ii) the Make-Whole Amount (if applicable); plus (iii) accrued and unpaid interest (at the rate then applicable to the applicable Term Loans being prepaid) on the amounts on the Outstanding Amount of the Loans being paid or prepaid. All prepayments of the Term Loans shall be applied to the Outstanding Amount of the Term Loans. In connection with any such voluntary prepayment of the Term Loans, each Borrower acknowledges that such prepayment may result in Lenders incurring additional costs, expenses or liabilities, and that, as of the date hereof, it is difficult to ascertain the full extent of such costs, expenses or liabilities. Accordingly, each Borrower agrees that the Make-Whole Amount payable in connection with any such voluntary prepayment of the Term Loans, to the extent applicable, represents a reasonable estimate of the costs, expenses or liabilities of Lenders in connection with any such prepayment. Without affecting any of any Lending Party's rights and remedies hereunder or in respect hereof, if a Borrower fails to pay the Make-Whole Amount (if applicable) when due, then the amount thereof shall thereafter bear interest until paid in full at the Default Rate. Notwithstanding anything herein to the contrary, Administrative Borrower may rescind any notice of prepayment under this Section 2.03(b) if such prepayment would have resulted from making a refinancing of the Loans or other contingent transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed (in which case, a new notice shall be required to be sent in connection with any prepaymentssubsequent prepayment). For the avoidance of doubt, inno Make-whole Whole Amount or in-part, during other prepayment premium or penalty shall be payable in connection with voluntary prepayments of Revolver Loans except to the Lock-Out Periodextent accompanied by a corresponding reduction in Revolver Commitments. Notwithstanding the foregoing, if the Facility is prepaid, no voluntary prepayments in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, that if (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result respect of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Term Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice shall be permitted to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus be made under this clause (b) a portion of the Lock-Out Make-Whole Payment equal prior to the product of (x) date that the Lock-Out Make-Whole Specified Prepayment has been made, and thereafter solely if the Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed AmountConditions are satisfied.

Voluntary Prepayments. The Borrower shall may, upon notice (which notice may be prohibited from making in the form attached as Exhibit H-2 hereto or any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, other form approved by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, that if (i) the Administrative Agent establishes one (including any form on an electronic platform or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default electronic transmission system as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and shall be approved by the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed), appropriately completed and signed by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect Responsible Officer) to the Company during the first twelve Administrative Agent (12) months of the Lock-Out Perioda “Voluntary Prepayment Notice”), the Borrower may at any time or from time to time, voluntarily prepay the Loans in-full, but not in-part, upon five in whole or in part (5a “Voluntary Prepayment”) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire in an amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product sum of (x) the Lock-Out Make-Whole Payment that would otherwise be payable aggregate principal amount of the Loans being prepaid and (y) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that, except with respect to any prepayments made pursuant to Section 2.09(a), (i) such Voluntary Prepayment Notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment (or such shorter period as the Administrative Agent and the Lenders may agree) and (ii) any prepayment shall be either (A) in an aggregate principal amount of at least $5,000,000 and a fractionwhole multiple of $1,000,000 in excess thereof or (B) the entire principal amount of such Type of Loans then outstanding and being prepaid. Each such Voluntary Prepayment Notice shall specify the date of such prepayment, the numerator amount of principal being prepaid, whether the Loans being prepaid are Initial Loans, Revolving Loans or Additional Loans. The Borrower shall make such prepayment, together with all accrued interest thereon and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of certain events, including, without limitation, the closing of other credit facilities, in which is case such notice may be revoked by the number of days remaining Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Subject to Section 2.11(j), any Voluntary Prepayment described in this Section 2.04 shall be made to the first twelve (12) months Administrative Agent for the ratable accounts of the Lock-Out Period and applicable Lenders of the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amount.Type or Types of

Voluntary Prepayments. The Borrower Borrowers shall have the right at any time after the second anniversary of the Closing Date and from time to time thereafter to deliver a written notice to the Administrative Agent containing an offer by the Borrowers to prepay the Loans in whole (but not in part) on a Business Day set forth in such notice (such date, a “Voluntary Prepayment Date”) which is not earlier than 60 days following the date on which such notice is actually received by the Administrative Agent (such date, a “Voluntary Prepayment Notice Date”), and the Lenders shall accept such offer if, and only to the extent that, (a) the Borrowers shall have entered into a Registration Rights Agreement for the benefit of the Initial Lenders in form and substance reasonably acceptable to the Initial Lenders prior to the date of such offer, (b) such prepayment is permitted under the Reference Subordination Agreement, (c) the Borrowers deliver to the Lenders documentation in substance and form reasonably satisfactory to the Lenders evidencing that the Borrowers have binding commitments from financing sources (including cash on hand) acceptable to the Lenders to finance such prepayment, in an amount not less than the aggregate outstanding principal amount of, and interest on, the Loans through the Voluntary Prepayment Date (including any additional amounts under Sections 4.2(b)(ii) and 6.5), and (d) the Voluntary Prepayment Compensation Condition has been satisfied. Any such notice to prepay the Loans shall be prohibited from making any prepaymentsirrevocable and in case the Borrowers deliver such notice and the conditions under clauses (a) through (d) above are satisfied, in-whole or in-part, during the Lock-Out PeriodLoans shall become due and payable in full on the Voluntary Prepayment Date. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment subject to the LendersReference Subordination Agreement, on to the extent the Borrowers shall have entered into a Registration Rights Agreement for the benefit of the Initial Lenders in form and substance reasonably acceptable to the Initial Lenders prior to the date of such termination provided, however, that if (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Eventany IPO, the Borrower may Borrowers shall have the right to prepay the Loans in-full during the Lock-Out Period, upon in whole (but not in part) at any time (subject to a five (5) Business Days’ Days prior written notice to such effect from the Lenders and Borrower Representative to the Administrative Agent, by paying ) after such IPO without any obligation to comply with the entire amount foregoing provisions of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus this Section 6.2.1 other than clause (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amount).

Voluntary Prepayments. The (a) Except as otherwise expressly provided herein, Borrower shall be prohibited from making any prepayments, in-whole or in-part, during not have the Lock-Out Period. Notwithstanding right to prepay the foregoing, if the Facility is prepaid, Loan in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment in part prior to the LendersScheduled Maturity Date. On any Business Day Borrower may, at its option and upon at least twenty (20) days prior written notice to Administrative Agent specifying the Business Day on the which such prepayment is to be made (which notice may be revoked by Borrower at any time prior to such date provided that Xxxxxxxx shall reimburse Administrative Agent and Lender for any costs incurred by Administrative Agent LOAN AGREEMENT – Page 29 and Lender as a result of such termination providedrevocation), howeverprepay the Debt in whole, but not in part (except as otherwise expressly permitted under this Agreement), provided that if such prepayment is accompanied by (i) all interest accrued on the Administrative Agent establishes one or more Reservesamount of the Loan being so prepaid through and including the last day of the Interest Period in effect as of such date on which the prepayment is made, (ii) a Lender makes a demand for increased all other sums due and payable under this Agreement and the other Loan Documents, including, but not limited to all of Administrative Agent’s and Xxxxxx’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred thereby in accordance connection with Section 2.13 hereof or such prepayment, and (iii) the Prepayment Premium applicable to such payment. Administrative Agent declares an Event shall execute and deliver to or at the direction of Default as a result Xxxxxxxx, upon the written request and at the expense of Xxxxxxxx, upon payment in full of the occurrence Debt in accordance with the terms and provisions of a Regulatory Trigger Eventthis Agreement, such documents as may be necessary to release the Borrower may prepay lien of the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice Security Instrument in form and content reasonably acceptable to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for . For the avoidance of doubt, the Lock-Out Make Whole Payment); providedPrepayment Premium is earned as of the Closing Date, further, that upon and immediately due and payable in connection with the repayment in full of the Debt and/or in the event the Debt is accelerated after the occurrence of a Change an Event of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed AmountDefault.

Voluntary Prepayments. The (a) Borrower shall be prohibited from making may prepay, all or any prepaymentsportion of the Outstanding Principal Balance on any Business Day, in-whole or in-part, during provided that the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, that if following conditions are satisfied: (i) the Administrative Agent establishes one or more Reserves, no Event of Default shall have occurred and be continuing (other than in connection with a prepayment made with respect to a release of an Individual Property subject to a Qualified Release Property Default); (ii) Borrower shall timely deliver to Lender a Prepayment Notice; (iii) Mezzanine A Borrower shall concurrently make a prepayment of all or a portion, as applicable, of the outstanding principal balance of the Mezzanine A Loan, and shall otherwise satisfy the applicable conditions in the Mezzanine A Loan Documents with respect to such prepayment (as evidenced by an Officer’s Certificate and, and in the case of a prepayment in full or the release of an Individual Property, the delivery to Lender makes of a demand for increased costs copy of a payoff letter from the Mortgage Lender and the Mezzanine A Lender); (iv) Borrower shall comply with the provisions and pay to Lender the applicable amounts set forth in Section 2.4.6 and (v) if Borrower is prepaying the entire Outstanding Principal Balance, then Borrower shall also pay to Lender (without duplication of amounts paid under Section 2.4.6) any and all other amounts outstanding under the Note, this Agreement, and any of the other Loan Documents. The aggregate amount prepaid by Borrower under this paragraph (a) and concurrently by Mezzanine A Borrower under the Mezzanine A Loan Documents shall be allocated among the Loan and the Mezzanine A Loan pro rata in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ their respective outstanding principal balances immediately prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for prepayments. For the avoidance of doubt, voluntary prepayments on the LockLoan, in whole or in part, shall not be conditioned on pro-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months rata prepayments of the Lock-Out Mortgage Loan (except as set forth herein in connection with releases of Net Liquidation Proceeds After Debt Service, Property Releases and payments to cure a Low Cash Flow Trigger Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amount).

Voluntary Prepayments. (a) The Borrower shall be prohibited from making any prepayments, in-whole or in-part, during may elect to notify the Lock-Out Period. Notwithstanding Administrative Agent and the foregoing, if Lenders that it may wish to make below par voluntary prepayments of the Facility is prepaid, Loans (each such payment a “Voluntary Prepayment”) pursuant to the procedures set forth in whole or in-part, by this Section 2.15; provided that (x) the Borrower shall specify in an Election Notice to the Administrative Agent whether such Voluntary Prepayment will be a utilization of the Borrower’s Discounted Prepayment Portion of Available Cash or its Affiliates during the Lock-Out PeriodBorrower’s Discretionary Portion of Available Cash and (y) Voluntary Prepayments shall only be permitted to be made in amounts not exceeding aggregate unused amount of the Borrower’s Discounted Prepayment Portion of Available Cash or the aggregate unused amount of the Borrower’s Discretionary Portion of Available Cash (as applicable) at the time such Voluntary Prepayment is made. At the time of any Voluntary Prepayment, the Borrower shall pay certify, with reasonable supporting detail (as determined by the Lock-Out Make-Whole Payment to the LendersAdministrative Agent), on the date of such termination provided, however, that if (i) compliance with the Administrative Agent establishes one or more Reservesrequirements of this Section 2.15, which certification shall include a schedule setting forth the computation (and any utilization by the Borrower) of Available Cash, Borrower’s Discounted Prepayment Portion of Available Cash and Borrower’s Discretionary Portion of Available Cash, (ii) a Lender makes a demand for increased costs in accordance with that no Event of Default pursuant to Section 2.13 hereof or 6.13 could reasonably be expected to occur during the succeeding four calendar quarters if such Voluntary Prepayment is not made, (iii) that such Voluntary Prepayment shall have been approved by at least 66 2/3% of the Administrative Agent declares an Borrower’s Governing Board and (iv) that immediately prior to and after giving effect to any Voluntary Prepayment, (x) no Default or Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders shall have occurred and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% continuing and (y) the Maximum Committed AmountLoan Parties shall have Unrestricted Cash of at least $40,000,000.

Voluntary Prepayments. The Borrower shall may, upon notice (which notice may be prohibited from making in the form attached as Exhibit H-2 hereto or any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, other form approved by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, that if (i) the Administrative Agent establishes one (including any form on an electronic platform or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default electronic transmission system as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and shall be approved by the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed), appropriately completed and signed by paying a Responsible Officer) to the entire Administrative Agent (a “Voluntary Prepayment Notice”), at any time or from time to time, voluntarily prepay the Initial Loans, the Delayed Draw Loans and/or the Revolving Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of Obligations such Loans being prepaid, (y) in the case of a prepayment of Delayed Draw Loans, the applicable Prepayment Amount, if any, for such Delayed Draw Loans being prepaid and (z) other than with respect to the prepayment of Initial Loans contemplated in Section 4.02(k), all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that, (1) (A) prior to the expiration of the Prepayment Date, no prepayment of Initial Loans shall be permitted if there are any Revolving Loans or Delayed Draw Loans outstanding at (after giving effect to any concurrent repayment of such time (but notRevolving Loans and/or Delayed Draw Loans, as applicable); for the avoidance of doubt, Revolving Loans may be prepaid at any time notwithstanding any Delayed Draw Loans that remain outstanding on the Lock-Out Make Whole Paymentdate of such prepayment, and (2) except with respect to any prepayments made pursuant to Section 2.09(a), (i) such Voluntary Prepayment Notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment (or such shorter period as the Administrative Agent and the Lenders may agree) and (ii) any prepayment shall be either (A) in an aggregate principal amount of at least $5,000,000 and a whole multiple of $1,000,000 in excess thereof or (B) the entire principal amount of such Type of Loans then outstanding and being prepaid. Each such Voluntary Prepayment Notice shall specify the date of such prepayment, the amount of principal being prepaid and whether the Loans being prepaid are Initial Loans, Delayed Draw Loans and/or Revolving Loans and, in the case of Delayed Draw Loans, the applicable Prepayment Amount, if any, determined with respect to such Delayed Draw Loans, as set forth in the definition thereof. The Borrower shall make such prepayment together with all accrued interest thereon and the related Prepayment Amount, if any, and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided, further, provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the occurrence effectiveness of a Change certain events, including, without limitation, the closing of Control other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Subject to Section 2.11(j), any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the applicable Lenders of the Type or Types of Loans being prepaid. The Administrative Agent shall forward to each Lender its Ratable Share of each such payment with respect to the Company during the first twelve (12) months relevant Type of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountbeing prepaid.

Voluntary Prepayments. The Loans may not be voluntarily prepaid on or prior to the second anniversary of the Closing Date, except pursuant to Section 2.03(c). After the second anniversary of the Closing Date, subject to the payment of any prepayment premium as required under Section 2.03(d), the Borrower shall be prohibited may, upon notice from making any prepaymentsthe Borrower to the Administrative Agent, in-whole or in-part, during voluntarily prepay the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaidObligations, in whole or in-in part; provided that (i) such notice must be received not later than 11:00 a.m. three (3) Business Days prior to the date of prepayment and (ii) any such prepayment shall be in a minimum principal amount of $2,500,000 and integral multiples of $500,000 in excess thereof (in each case, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower or its Affiliates during the Lock-Out PeriodBorrower, the Borrower shall pay make such prepayment and the Lock-Out Make-Whole Payment to the Lenders, payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment pursuant to this Section 2.03(a) shall be accompanied by all accrued interest on the amount prepaid (it being understood and agreed that if any prepayment is made on a day other than the last Business Day of a calendar month, such prepayment shall be accompanied by, in addition to all accrued interest on the amount prepaid, all interest that would have accrued on the amount prepaid had such prepayment been made on the last Business Day of such termination providedcalendar month rather than the date upon which such prepayment was actually made), howeverand the prepayment premium required under Section 2.03(d). Each such prepayment shall be applied first to all costs, that expenses, indemnities and other amounts due and payable hereunder, if (i) any, then to payment of default interest, if any, then to payment of prepayment premium required by Section 2.03(d), then to payment of accrued interest and thereafter to the Administrative Agent establishes one or more Reservespayment of principal. Each such prepayment shall be applied to the Initial Term Loan and Delayed Draw Loans of the Lenders on a pro rata basis, (ii) a Lender makes a demand for increased costs and shall be paid to the Lenders in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amounttheir respective Applicable Percentages.

Voluntary Prepayments. The Borrower Without the prior written consent of the Lender, Borrowers shall not make, and the Subordinate Creditor shall not accept, any voluntary prepayment of the Subordinated Debt, any voluntary redemption or repurchase of the Preferred Stock, or any voluntary redemption or repurchase of the Warrants or securities issuable on exercise of the Warrants. (C) THE SUBORDINATE CREDITOR'S RIGHTS FOLLOWING A DEFAULT. For 180 days following its receipt of notice of a Senior Debt Default required to be prohibited from making any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Perioddelivered pursuant to Section 4(e), the Borrower Subordinate Creditor shall pay not, without Lender's prior written consent, ask, demand, accelerate, sue for, accept, xx receive any part of the LockSubordinated Debt. This 180-Out Make-Whole Payment to day period will be terminated early on any of the Lenders, on the date of such termination provided, however, that if following: (i) cure or waiver of the Administrative Agent establishes one Senior Debt Default, or more Reserves, (ii) with respect to the Senior Note only, a Lender makes a demand for increased costs in accordance with Qualifying Public Offering or an Event of Default under Section 2.13 hereof 7(g) or 7(h) of the Senior Note, or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during Preferred Stock only, any event requiring a mandatory redemption before April 15, 2003, (iv) with respect to the first twelve (12) months Warrants only, any event requiring a mandatory repurchase of the LockWarrants before the sixth anniversary of their original issuance date, or (v) Lender's acceleration of the Senior Debt and pursuit of its rights and remedies with respect thereto. Following the termination or expiration of the 180-Out Periodday period or the occurrence of one of the events listed in clauses (ii), (iii), or (iv) above, and notwithstanding the Borrower existence of a Senior Debt Default, Subordinate Creditor may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice accelerate and pursue any of its other rights and remedies and collect amounts due with respect to the Lenders Subordinated Debt, subject to Borrower's rights under the terms and conditions of the Subordinated Debt, all of Lender's rights under the Credit Agreement and other Loan Documents, and the Administrative Agent, by paying the sum provisions regarding turnover of collected amounts of subsection (ad) the entire amount of the Obligations outstanding at such time, plus below. (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amount.D)

Voluntary Prepayments. The Borrower shall be prohibited from making any prepaymentsapplicable Floor Plan Borrowers may, in-whole or in-part, during upon notice to the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, Administrative Agent by the Borrower Representative, at any time or from time to time voluntarily prepay the Floor Plan Committed Loan with respect to any Motor Vehicle, as selected by the Borrower Representative, in whole; provided that (i) each such notice must be received by the Administrative Agent not later than 3:00 p.m. three (3) Business Days prior to any date of prepayment and (ii) each such notice shall specify the date and amount of such prepayment, the applicable Floor Plan Committed Loan to be prepaid in full and the corresponding Motor Vehicle and the Type of Borrowings to be prepaid. The Administrative Agent will promptly notify each Lender of its Affiliates during receipt of each such notice, and of the Lock-Out Periodamount of such Lender’s pro rata share (calculated as such Lender’s Floor Plan Commitment Percentage) of such prepayment. If such notice is given by the Borrower Representative, the applicable Floor Plan Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Borrowing shall be accompanied by all accrued interest on the amount prepaid. Each such prepayment shall be applied (x) in accordance with the Floor Plan Commitment Percentage of each Lender and (y) to reduce the remaining scheduled principal amounts in full with respect to each applicable Floor Plan Committed Loan in a manner consistent with clause (ii) above. Notwithstanding anything to the contrary contained in this Agreement, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on Representative may rescind (or delay the date of prepayment identified in) any notice of prepayment under this Section 2.01.12(b) if such termination provided, however, that if (i) the Administrative Agent establishes one prepayment would have resulted from a refinancing of all or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would Floor Plan Facility or other conditional event, which financing or other conditional event shall not be consummated or shall otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountdelayed.

Voluntary Prepayments. (a) The Loan may not be prepaid on or prior to September 20, 2013 other than prepayments of the principal balance of the Loan which arise from payments of one or more Pledged Receivables by the related Obligor(s) and in accordance with Section 2.5. At any time after September 20, 2013, subject to the terms of this Agreement and the payment of the applicable prepayment premium set forth in this Section 2.6(a) (other than with respect to prepayments of the principal balance of the Loan which arise from payments of one or more Pledged Receivables by the related Obligor(s) or any other proceeds of Collateral and in accordance with Section 2.5), Borrower may terminate financing under this Agreement, and prepay the Loan in whole, but not in part. Such permitted prepayment in full shall be prohibited from making any prepaymentsknown as a “Voluntary Termination”), in-whole or in-partand may be effected only by providing Agent with written notice (the “Termination Notice”). The Termination Notice shall be provided to the Agent at least sixty (60) calendar days prior to the specific date upon which Borrower intends to cease financing hereunder and prepay the Obligations in full, during which date shall be known as the Lock-Out Period“Voluntary Termination Date”). Notwithstanding the foregoingIn connection with a Voluntary Termination, if Borrower does not pay and perform all Obligations on the Facility Voluntary Termination Date, Borrower may subsequently terminate financing under this Agreement only upon delivering to Lender a new Termination Notice and otherwise complying with this Section 2.6(a). In connection with a Voluntary Termination whereby the Voluntary Termination Date is prepaidon or before September 20, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period2014, the Indebtedness owing and to be paid by Borrower shall pay to Agent, for the Lock-Out Make-Whole Payment to the benefit of Lenders, on the date of such termination providedVoluntary Termination Date shall include as liquidated damages, however, that if (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default not as a result of the occurrence of a Regulatory Trigger Eventpenalty, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to three percent (3%) multiplied by the product then outstanding principal balance of the Loan. In connection with a Voluntary Termination whereby the Voluntary Termination Date is after September 20, 2014 and is on or before September 20, 2015, the Indebtedness owing and to be paid by Borrower to Agent, for the benefit of Lenders, on the Voluntary Termination Date shall include as liquidated damages, not as a penalty, an amount equal to one and one-half of one percent (x1.5%) 3.00% and (y) multiplied by the Maximum Committed Amountthen outstanding principal balance of the Loan.

Voluntary Prepayments. The Any Borrower shall be prohibited Party may, upon delivery of a Prepayment Notice to Administrative Agent, at any time or from making any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, time to time voluntarily prepay Loans in whole or in-part, by the Borrower in part without premium or its Affiliates during the Lock-Out Periodpenalty; provided that: (a) with respect to Swingline Loans, the principal of any Swingline Loan may be prepaid by 11:00 a.m. on any Business Day, and any prepayment not received by 11:00 a.m. on such Business Day shall be deemed to have been made on the next succeeding Business Day; (b) with respect to any other Loan, such Prepayment Notice must be received by Administrative Agent not later than: (A) 11:00 a.m. three (3) Business Days prior to any date of prepayment of Term SOFR Loans, Daily SOFR Loans or CP Rate Loans; and (B) 11:00 a.m. one (1) Business Day prior to any date of prepayment of Base Rate Loans; and (c) any prepayment of Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; or, if less, the entire principal amount thereof then outstanding. Each such Prepayment Notice shall specify the date (which shall be a Business Day) and amount of such prepayment, if applicable, the Type(s) of Syndicated Loans to be prepaid. Administrative Agent will promptly notify each Funding Agent of its receipt of each such Prepayment Notice, and of the amount of its Lender Group’s Repayment Percentage of such prepayment. If such Prepayment Notice is given by a Borrower Party, such Borrower Party shall pay make such prepayment and the Lock-Out Make-Whole Payment to the Lenders, payment amount specified in such Prepayment Notice shall be due and payable on the date of such termination providedspecified therein. With respect to any Loan prepaid pursuant to this Section 3.05, however, that if (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs all accrued interest thereon shall be paid in accordance with Section 2.13 hereof or (iii3.02(b) the Administrative Agent declares and any additional amounts required pursuant to Section 4 with respect thereto shall be promptly paid following receipt of an Event of Default as a result of the occurrence of a Regulatory Trigger Eventaccurate and correct invoice for such amounts. Subject to Section 2.15, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice each such prepayment shall be applied to the Lenders and the Administrative Agent, Principal Obligation held by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control each Lender in accordance with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountits applicable Repayment Percentage.

Voluntary Prepayments. The Borrower shall be prohibited from making any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, that if (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during Loan in whole or in part, without penalty or premium (other than payment of the Lock-Out PeriodMinimum Multiple as provided below), upon five at least ten (510) Business Days’ prior written notice to the Lenders and the Administrative Agent, which notice (each, a “Prepayment Notice”) shall specify the Business Day upon which such prepayment shall be made (each such date, a “Prepayment Date”) and may be revoked by paying Borrower by written notice to Administrative Agent up until and including the entire amount Prepayment Date (provided that Borrower pays all actual out-of-pocket costs and expenses incurred by Administrative Agent or any Lender on account of Obligations outstanding at such time revocation), provided that, together with such principal prepayment, Borrower pays: (but notA) all accrued and unpaid interest on the applicable portion of the Loan being prepaid to and including the applicable Prepayment Date, for (B) all other sums then due and payable by Borrower under the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control Loan Documents with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Loan being prepaid, (C) if such Prepayment Date is not a Payment equal Date, all interest that would have accrued on the applicable portion of the Loan being prepaid through the last day of the Interest Period within which such Prepayment Date occurs, and (D) contemporaneous with such prepayment of the Loan in full (or a portion thereof, as the case may be) Borrower shall also cause the Mezzanine Borrower to prepay the Mezzanine Loan or a corresponding percentage thereof based on the Loan Percentage Share in accordance with the provisions of the Mezzanine Loan Agreement. If the Minimum Multiple has not been satisfied as of the date of final repayment of the Loan, Borrower’s final prepayment or repayment of the Loan in full shall, in addition to all amounts required above, include the amount necessary to satisfy the Minimum Multiple and such amount shall be distributed by Administrative Agent to the product Lenders. Upon receipt of a Prepayment Notice pursuant to this Section 2.12, Administrative Agent shall promptly (xbut in no event more than one (1) the Lock-Out Make-Whole Payment that would otherwise be payable and (yBusiness Day after Administrative Agent’s receipt of such written notice) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months notify each Lender of the Lock-Out Period contents thereof and of such Lender’s ratable share of the denominator principal amount of which is 360such prepayment. Except as otherwise provided above, plus (c) an amount equal to no portion of the product of (x) 3.00% and (y) Mezzanine Loan shall be prepaid until the Maximum Committed AmountLoan has been repaid in full.

Voluntary Prepayments. The Borrower shall may, upon notice (which notice may be prohibited from making in the form attached as Exhibit I-2 hereto or any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, other form approved by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, that if (i) the Administrative Agent establishes one (including any form on an electronic platform or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default electronic transmission system as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and shall be approved by the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed), appropriately completed and signed by paying a Responsible Officer of the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect Borrower) to the Company during Administrative Agent and the first twelve (12) months of the Lock-Out PeriodLenders, the Borrower may at any time or from time to time, voluntarily prepay the Loans in-full, but not in-part, upon five in whole or in part (5a “Voluntary Prepayment”) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire in an amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product sum of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months aggregate principal amount of the Lock-Out Period and the denominator of which is 360Loans being prepaid, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountapplicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent and the applicable Lenders not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent and the Initial Lenders on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward such Voluntary Prepayment Notices to the Lenders and shall promptly forward to each Lender its Ratable Share of each such payment.

Voluntary Prepayments. The Borrowers may, upon notice to the Administrative Agent from the Borrower shall be prohibited Representative, at any time or from making time to time voluntarily prepay any prepaymentsClass of Mortgage Loans and Term Loans, in-whole or in-part, during selected by the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaidBorrower Representative, in whole or in-partin part without fees or penalties; provided that (a) such notice must be received by the Administrative Agent not later than 3:00 p.m. three (3) Business Days prior to any date of prepayment and (b) any voluntary prepayment of Mortgage Loans and Term Loans shall be in a principal amount of not less than One Million Dollars ($1,000,000) (or such lesser amount then outstanding). Each such notice shall specify the date and amount of such prepayment, the Class of Loans to be prepaid and, if LIBOR Borrowings are to be prepaid, the Interest Period(s) of such LIBOR Borrowings. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s pro rata share (calculated as such Lender’s Applicable Percentage) of such prepayment. If such notice is given by the Borrower Representative, the applicable Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Borrowing shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.05.2(a). Each such prepayment shall be applied (x) to the Class of Loan(s) referenced in the applicable notice of prepayment submitted to the Administrative Agent (and if not specified in the applicable notice of prepayment, pro rata to the outstanding Mortgage Loans and Term Loans), (y) in accordance with the Applicable Percentage of each Lender and (z) to reduce the remaining scheduled installments of principal within the applicable Class of Loans as directed by the Borrower Representative on or its Affiliates during prior to such voluntary prepayment (and in the Lock-Out Periodabsence of such direction, in the direct order of maturity). Notwithstanding anything to the contrary contained in this Agreement, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on Representative may rescind (or delay the date of prepayment identified in) any notice of prepayment under this Section 2.03.5 if such termination provided, however, that if (i) the Administrative Agent establishes one prepayment would have resulted from a refinancing of all or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would applicable Credit Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountdelayed.

Voluntary Prepayments. The Borrower shall be prohibited may from making any prepaymentstime to time prepay, in-whole without premium or in-partpenalty, during the Lock-Out Period. Notwithstanding outstanding principal amount of the foregoing, if Revolving Advances or the Facility is prepaidTerm Advance (as the case may be) as Borrower may elect, in whole or in-in part, by so long as (i) Borrower gives one (1) Business Day prior written notice to Agent no later than 11:00 a.m. (Pacific time) stating (A) the Borrower proposed date of the prepayment; (B) the principal amount of the prepayment; and (C) whether such prepayment shall be applied to repay Base Rate Advances or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment Eurodollar Rate Advances; and (ii) each partial prepayment is made in a principal amount of not less than $250,000 or integral multiples of $50,000 in excess thereof; (iii) if any Eurodollar Rate Advance is paid prior to the Lenderslast day of the Interest Period for such Advance, on all unpaid interest accrued to the date of such termination provided, however, that if (i) prepayment on the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default principal amount prepaid and all Breakage Costs incurred as a result of the occurrence of a Regulatory Trigger Eventprepayment are also paid; (iv) all unpaid interest and fees under the Revolving Facility or the Term Advance, as the Borrower case may prepay the Loans in-full during the Lock-Out Periodbe, upon five (5) Business Days’ prior written notice accrued to the Lenders date of prepayment is paid concurrently with any prepayment in full. Notice of prepayment, once given, shall be irrevocable, and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such timeprepayment specified in the notice shall accordingly be due and payable on the prepayment date specified therein. Principal that is prepaid under the Revolving Facility may be re-borrowed on the terms and conditions set forth herein, plus (b) a portion but principal that is prepaid in connection with the Term Advance may not be re-borrowed. All prepayments of the Lock-Out Make-Whole Payment equal Term Advance shall be credited to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining future scheduled repayment installments in the first twelve (12) months inverse order of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountmaturity.

Voluntary Prepayments. The Borrower may at any time on at least three (3) days’ prior notice to Agent and Lenders voluntarily prepay all of the Term Loan. In addition, subject to the following sentence, Borrower may at any time on at least three (3) days' prior written notice to Agent and Lenders voluntarily prepay part of the Term Loan; provided that any such partial prepayment shall be prohibited from making any prepayments, in-whole or in-part, during the Lock-Out Periodin a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Notwithstanding the foregoingpreceding sentence, if Borrower has given notice of a voluntary partial prepayment of the Facility is prepaidTerm Loan (such notice, a "Voluntary Partial Prepayment Notice"), any Term Lender holding a portion of the Term Loan may elect, by notice to Agent prior to the prepayment date, to decline the amount of such voluntary partial prepayment of the Term Loan to the extent it would be applied to prepay the portion of the Term Loan held by such declining Term Lender assuming none of the Term Lenders declined such prepayment (the aggregate amount, if any, so declined by the declining Term Lenders in respect of a Voluntary Partial Prepayment Notice, the "Declined Voluntary Prepayment Amount"), in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, that if which case (i) in respect of a Voluntary Partial Prepayment Notice Borrower may only prepay the Administrative Agent establishes one or more ReservesTerm Loan, and shall prepay the Term Loan, in each case in an amount equal to the amount of the voluntary partial prepayment specified in such Voluntary Partial Prepayment Notice less the Declined Voluntary Prepayment Amount in respect thereof and (ii) a the amount prepaid shall be applied to the Term Loan pursuant to Section 1.11(a) for the ratable benefit of each Term Lender makes a demand for increased that did not decline such prepayment. In addition, Borrower may at any time on at least 10 days' prior written notice to Agent terminate the Revolving Loan Commitment; provided that upon such termination, all Loans and other Obligations shall be immediately due and payable in full. Any such voluntary prepayment and any such termination of the Revolving Loan Commitment must be accompanied by the payment of any LIBOR funding breakage costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result 1.13(b). Upon any such termination of the occurrence of a Regulatory Trigger EventRevolving Loan Commitment, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice Borrower's right to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise request Revolving Credit Advances shall simultaneously be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountterminated.

Voluntary Prepayments. (a) The Borrower shall be prohibited from making any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Administrative Agent for the ratable benefit of the Lenders, on the date of such termination provided, however, that if (i) the Administrative Agent establishes or the Required Lenders establish one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof hereof, (iii) the Obligations are being refinanced by the Required Lenders or an Affiliate thereof, or (iiiiv) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the then, in each case, Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ ' prior written notice to the Lenders and the Administrative Agent, by paying the applicable Prepayment Premium plus the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ ' prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the reduced Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable projected average daily outstanding principal amount of the Loans from the date of prepayment until the twelve (12) month anniversary of the Closing Date (as determined by the Company in consultation with the Castlelake Representative and utilizing commercially reasonable assumptions) multiplied by (y) the Interest Rate in effect at the time of such prepayment, multiplied by (z) a fraction, the numerator of which is the actual number of days remaining in between the first date of prepayment and the twelve (12) months month anniversary of the Lock-Out Period Closing Date and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.003% and (y) the Maximum Committed Amount.

Voluntary Prepayments. The Borrower shall be prohibited from making have the right to make payments on the Revolving Loan and, subject to the limitations in Subsection 5.7.2 hereof, to prepay (“Voluntary Prepayments”) all or any prepaymentspart of the outstanding principal balance under the Term Loan, in-whole the Voluntary Converted Loan and/or the Automatic Converted Loan at any time, in minimum amounts of $1,000,000.00 and in integral multiples of $500,000.00 in the event such prepayment occurs prior to the date on which Borrower acquires 100% of the Gold Xxxx Stock, or in-part, during in minimum amounts of $5,000,000 and integral multiples of $1,000,000 thereafter (or the Lock-Out Period. Notwithstanding the foregoingentire outstanding balance in each case, if less) on any Banking Day; provided that (a) in the Facility is prepaid, in whole event of prepayment of any LIBO Rate Loan or in-part, by the Floating Rate Tranche (i) Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment must provide three (3) Banking Days notice to the LendersAdministrative Agent prior to making such prepayment, on and (ii) Borrower must, at the time of making such prepayment, pay (A) all Funding Losses applicable to such prepayment, and (B) all interest accrued as of the date of such termination provided, however, that if (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders prepayment; and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion in the event of prepayment of the Lock-Out Make-Whole Payment equal Fixed Rate Tranche, Borrower must, at the time of making such prepayment, pay (A) all Prepayment Fees applicable to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable such prepayment, and (yB) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months all interest accrued as of the Lock-Out Period date of such prepayment. Principal amounts paid or voluntarily prepaid on the Revolving Loan (but not including the Voluntary Converted Loan) may be reborrowed under the terms and conditions of this Credit Agreement during the denominator of which is 360, plus (c) an amount equal to Revolving Availability Period. Principal amounts paid or voluntarily prepaid on the product of (x) 3.00% and (y) the Maximum Committed AmountTerm Loan may not be reborrowed.

Voluntary Prepayments. The Borrower shall be prohibited from making have the right to prepay all or any prepayments, in-whole part of the outstanding principal balance under the Loans at any time in integral multiples of $1,000,000.00 (or in-part, during the Lock-Out Period. Notwithstanding the foregoingentire outstanding balance, if less) and subject to a $5,000,000.00 minimum prepayment on LIBO Rate Loans (or the Facility is prepaidentire outstanding balance, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lendersif less), on any Banking Day; provided that (a) in the date event of such termination providedprepayment of any LIBO Rate Loan, however, that if whether voluntary (including payments pursuant to Section 2.10 hereof) or on account of acceleration (i) Borrower must provide three (3) Banking Days notice to the Administrative Agent establishes one or more Reservesprior to making such prepayment, and (ii) Borrower must, at the time of making such prepayment, pay all accrued but unpaid interest and all Funding Losses applicable to such prepayment, and (b) Borrower shall not have the right to prepay any Bid Rate Loan before the applicable Bid Maturity Date, but if a Lender makes Bid Rate Loan is deemed prepaid on account of acceleration, Borrower must pay all Funding Losses applicable to such prepayment. Principal amounts prepaid may be reborrowed under the terms and conditions of this Credit Agreement. “Funding Losses” shall be determined on an individual Syndication Party basis as the amount which would result in such Syndication Party being made whole (on a demand present value basis) for increased costs in accordance with Section 2.13 hereof the actual or imputed funding losses (iiiincluding, without limitation, any loss, cost or expense incurred by reason of obtaining, liquidating or employing deposits or other funds acquired by such Syndication Party to fund or maintain such LIBO Rate Loan or Bid Rate Loan) the Administrative Agent declares an Event of Default incurred by such Syndication Party as a result of such payment (regardless of whether the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at Syndication Party actually funded with such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Paymentdeposits); provided, further, provided that upon the occurrence of a Change of Control such amount shall in no event be less than $300.00 with respect to any Syndication Party. In the Company during event of any such payment, each Syndication Party which had funded the first twelve LIBO Rate Loan being paid (12or the Syndication Party which made the Bid Advance being prepaid) months shall, promptly after being notified of such payment, send written notice (“Funding Loss Notice”) to the Administrative Agent by facsimile setting forth the amount of attributable Funding Losses and the method of calculating the same. The Administrative Agent shall notify Borrower orally or in writing of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice amount of such Funding Losses. A determination by a Syndication Party as to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal amounts payable pursuant to the product of (x) the Lock-Out Make-Whole Payment that would otherwise this Section shall be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountconclusive absent manifest error.

Voluntary Prepayments. The (a) Except as otherwise provided herein, Borrower shall be prohibited from making any prepayments, in-whole or in-part, during not have the Lock-Out Period. Notwithstanding right to prepay the foregoing, if the Facility is prepaid, Loan in whole or in-in part. Provided no Event of -52- Default has occurred and be continuing, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment prior to the LendersOpen Prepayment Date, on the date of such termination provided, however, that if (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Periodmay, upon five not less than ten (510) Business Days’ prior written notice to Administrative Agent (or such shorter period of time as may be permitted by Administrative Agent in its sole discretion), prepay the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time Debt in whole (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect not in part except as otherwise contemplated pursuant to the Company during terms hereof, including, without limitation a prepayment pursuant to Section 7.1 hereof) on any date with the first twelve (12) months payment of the Lock-Out PeriodSpread Maintenance Premium (plus Short Interest and Breakage Costs). Provided no Event of Default has occurred and be continuing, from and after the Open Prepayment Date, Borrower may prepay the Loans in-full, but not in-partmay, upon five not less than ten (510) Business Days’ prior written notice to Administrative Agent (or such shorter period of time as may be permitted by Administrative Agent in its sole discretion), prepay the Lenders and Debt in whole (but not in part except as otherwise contemplated pursuant to the Administrative Agentterms hereof, by paying the sum of (aincluding, without limitation a prepayment pursuant to Section 7.1 hereof) the entire amount on any date without payment of the Obligations outstanding Spread Maintenance Premium or any other fee or premium (other than Short Interest and Breakage Costs, if any); provided that Borrower may revoke such notice of prepayment at any time prior to the prepayment date set forth in such timenotice (subject to payment of any Breakage Costs and any out-of-pocket costs or expenses actually incurred by Administrative Agent or Lenders in connection with such revocation). Any prepayment received by Administrative Agent on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (“Short Interest”) and such amounts (i.e., plus principal and interest prepaid by Borrower) shall be applied to the Loan on the next Monthly Payment Date. Except as otherwise contemplated pursuant to the terms hereof, the Building Loan must be simultaneously repaid in full with any voluntary prepayment of the Loan made pursuant to the foregoing. (b) All principal payments or prepayments made by Borrower with respect to the Loan or the Building Loan shall be applied to amounts owing with respect to the Original Senior Loan and the Original Building Loan on a portion pro rata basis (based on the then-outstanding principal amounts of the Lock-Out Make-Whole Payment equal Original Senior Loan and the Original Building Loan) in accordance with the Loan Documents and the Building Loan Documents, as applicable, and, thereafter shall be applied to the product of Supplemental Loan and Supplemental Building Loan on a pro rata basis (x) based on the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months then- outstanding principal amounts of the Lock-Out Period Supplement Loan and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amount.Supplemental Building Loan). 2.4.2

Voluntary Prepayments. The Borrower shall be prohibited may, upon notice to the Administrative Agent, at any time or from making any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, time to time voluntarily prepay Committed Loans in whole or in-part, in part without premium or penalty (but subject to Section 2.04(c) and Section 3.05(a)); provided that (i) such notice must be received by the Borrower Administrative Agent not later than 12:00 p.m. (A) three Business Days prior to any date of prepayment of SOFR Rate Committed Loans (or at such later time as the Administrative Agent may agree to accept such notice in its Affiliates during discretion) and (B) on the Lock-Out Perioddate of prepayment of Base Rate Committed Loans; (ii) any prepayment of SOFR Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if SOFR Rate Committed Loans are to be prepaid, the Interest Period(s) of such Committed Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall pay make such prepayment and the Lock-Out Make-Whole Payment to payment amount specified in such notice shall be due and payable on the Lendersdate specified therein, provided that any such notice may be contingent upon the consummation of a refinancing, acquisition, merger or disposition transaction and if such refinancing, acquisition, merger or disposition is not consummated on the date of repayment specified in such termination providednotice, howeversuch notice may be rescinded, that if (i) or the date of repayment specified therein may be extended, upon further notice from the Borrower to the Administrative Agent establishes one or more ReservesAgent. Any prepayment of a SOFR Rate Committed Loan shall be accompanied by all accrued interest on the amount prepaid, (ii) a Lender makes a demand for increased costs together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages; provided that to the extent the Borrower makes any voluntary prepayment of Committed Loans pursuant to this Section 2.13 hereof or (iii2.04(a) in an amount that is less than the Administrative Agent declares an Event aggregate amount of Default as a result Total Outstandings, then such voluntary prepayment shall be applied to reduce payments of the occurrence of Committed Loans required pursuant to Section 2.06(a) and Section 2.07(b) on a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountpro rata basis.

Voluntary Prepayments. The Except as provided below and as provided in Subsection 4.5.2 and Sections 9.4 and 9.5 hereof, so long as no Event of Default has occurred and is continuing, all Voluntary Prepayments (but excluding payments Borrower designates for application to the Revolving Loan, other than the Voluntary Converted Loan and the Automatic Converted Loan) shall be prohibited from making any prepaymentsapplied to the Floating Rate Tranche, in-whole or in-partthe Voluntary Converted Loan, during and the Lock-Out PeriodAutomatic Converted Loan, pro rata (based on the outstanding principal balance owing under each such Loan divided by the principal balance owing under all such Loans, determined in each case as of the date of application of such Voluntary Prepayment). Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment each Syndication Party to the Lenders, on the date of such termination provided, however, that if (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) whom has been allocated a portion of the Lock-Out Make-Whole Payment equal Voluntary Converted Loan, has the absolute right to refuse to accept any Voluntary Prepayments on its portion of the Voluntary Converted Loan until the Floating Rate Tranche and the Automatic Converted Loan have been repaid in full (in which case such Voluntary Prepayment shall be allocated between the Automatic Converted Loan and the Floating Rate Tranche substantially in the manner provided above). After the Floating Rate Tranche and the Automatic Converted Loans have been repaid in full, Borrower, at its sole discretion, may direct that Voluntary Prepayments be applied to the product of (x) Voluntary Converted Loan or the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fractionFixed Rate Tranche. To the extent Voluntary Prepayments are applied to the Voluntary Converted Loan, the numerator of which is Automatic Converted Loan, or the number of days Term Loan, they shall be applied first to the four principal installments next coming due with respect to each such Loan, and second to remaining in the first twelve (12) months installments coming due with respect to each such Loan on a ratable basis. However, notwithstanding any of the Lock-Out Period foregoing provisions of this Subsection, upon the occurrence and during the denominator continuance of which is 360an Event of Default, plus (c) an amount equal all prepayments shall be applied, as the Administrative Agent in its sole discretion shall determine, to fees, interest or principal indebtedness under the product of (x) 3.00% and (y) the Maximum Committed AmountNotes, or to any other Bank Debt.

Voluntary Prepayments. The Borrower shall be prohibited from making have the right to prepay all or any prepayments, in-whole part of the outstanding principal balance under the Loans at any time in integral multiples of $1,000,000.00 (or in-part, during the Lock-Out Period. Notwithstanding the foregoingentire outstanding balance, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment less) and subject to the Lendersa $5,000,000.00 minimum prepayment on LIBO Rate Loans, on any Banking Day; provided that (a) in the date event of such termination providedprepayment of any LIBO Rate Loan, however, that if whether voluntary or on account of acceleration (i) Borrower must provide three (3) Banking Days notice to the Administrative Agent establishes one or more Reservesprior to making such prepayment, and (ii) Borrower must, at the time of making such prepayment, pay all Funding Losses applicable to such prepayment, and (b) Borrower shall not have the right to prepay any Bid Loan before the applicable Bid Loan Maturity Date, but if a Lender makes Bid Loan is deemed prepaid on account of acceleration, Borrower must pay all Funding Losses applicable to such prepayment. Principal amounts prepaid may be reborrowed under the terms and conditions of this Credit Agreement. "FUNDING LOSSES" shall be determined on an individual Syndication Party basis as the amount which would result in such Syndication Party being made whole (on a demand present value basis) for increased costs in accordance with Section 2.13 hereof the actual or imputed funding losses (iiiincluding, without limitation, any loss, cost or expense incurred by reason of obtaining, liquidating or employing deposits or other funds acquired by such Syndication Party to fund or maintain such LIBO Rate Loan or Bid Loan) the Administrative Agent declares an Event of Default incurred by such Syndication Party as a result of such prepayment. In the occurrence event of a Regulatory Trigger Eventany such prepayment, each Syndication Party which had funded the Borrower may prepay the Loans in-full during the Lock-Out PeriodLoan being prepaid shall, upon five (5) Business Days’ prior promptly after being notified of such prepayment, send written notice ("FUNDING LOSS NOTICE") to the Lenders Administrative Agent by facsimile setting forth the amount of attributable Funding Losses and the method of calculating the same. The Administrative Agent, by paying Agent shall notify Borrower orally or in writing of the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of Funding Losses. A determination by a Change of Control with respect Syndication Party as to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice amounts payable pursuant to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise this Section shall be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountconclusive absent manifest error.

Voluntary Prepayments. The Borrower shall be prohibited from making any prepayments, in-Borrowers may prepay without premium or penalty and in whole or inin part the Revolving Loan Advances, the Term Loan, and/or the Delayed Draw Term Loan then outstanding at any time upon three (3) Business Days prior written notice by the Administrative Borrower to Lender (or, in any case, such shorter time period then agreed to by Lender), such prepayment to be made by the payment of the principal amount to be prepaid and, in the case of any prepayments of the Term Loan or the SMRH:0000-part0000-0000.14 -4- Delayed Draw Term Loan, during accrued and unpaid interest thereon to the Lock-Out Perioddate fixed for prepayment; provided, however, Borrowers may not voluntarily partially prepay (i) the Revolving Loan Advances then outstanding in a principal amount less than the lesser of (1) $100,000 and (2) the Revolving Exposure, or (ii) the Term Loan and/or the Delayed Draw Term Loan then outstanding in a principal amount less than the lesser of (A) $500,000 and (B) the Term Loan or the Delayed Draw Term Loan, as applicable, then outstanding. Such written notice by the Administrative Borrower to Lender shall, if applicable, indicate whether all or a portion (and if the latter, in what amount) of such prepayment should be applied to prepay outstanding GKF Revolving Advances. If the Administrative Borrower gives such notice, then Borrowers’ prepayment obligation hereunder will be irrevocable, and Borrowers will make such prepayment and the payment amount specified in such notice will be due and payable on the date specified therein. Notwithstanding the foregoing, if the Facility is prepaid, any such notice of prepayment delivered in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date connection with any refinancing of such termination provided, however, that if (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount all of the Obligations outstanding at hereunder with the proceeds of such timerefinancing or of any incurrence of Indebtedness may be, plus (b) a portion if expressly so stated to be, contingent upon the consummation of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise such refinancing or incurrence and may be payable and (y) a fraction, the numerator of which is the number of days remaining revoked by Borrowers in the first twelve (12) months of the Lock-Out Period and the denominator of which event such refinancing is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountnot consummated.

Voluntary Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, from time to time, voluntarily prepay the Loans in whole or in part in an amount equal to the sum of (x) the principal amount of the Loans being prepaid and (y) accrued interest on the amount so prepaid together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., three Business Days prior to any date of prepayment, (ii) any prepayment shall be in an aggregate principal amount of at least, the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding and (iii) no Default or Event of Default would occur after giving effect to such voluntary prepayment. Each such notice shall specify the date of such prepayment, the amount of principal being prepaid and the applicable prepayment amount determined as set forth in the first sentence of this Section 2.03(a). The Borrower shall make such prepayment and the related prepayment amount specified in such notice shall be prohibited from making any prepayments, in-whole or in-part, during due and payable on the Lock-Out Perioddate specified therein. Notwithstanding In the foregoing, if the Facility is prepaid, in whole or in-part, by event that the Borrower makes any voluntary prepayment before March 1, 2016 (the six-month anniversary of the Second Restatement Date) (the “Threshold Date”) (whether or its Affiliates during not such prepayment is accompanied by a reduction of the Lock-Out PeriodCommitment Amount), then the Borrower shall pay to the Lenders an amount equal to the Spread on such prepaid amount that would have accrued from and including the date of prepayment through the Threshold Date, payable on each Interest Payment Date as and when such Spread would have been paid as interest. In the event that the Borrower makes any voluntary prepayment on or after the Threshold Date, and, after giving effect to such prepayment the outstanding amount of the Loans would be less than [* * *] of the aggregate Commitments as of the date of such prepayment, on each Interest Payment Date from the date of such prepayment through the Maturity Date, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, that if (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of Spread on such Underage (xas defined below) 3.00% as and (y) the Maximum Committed Amount.when such Spread would have been paid as interest had such amounts been drawn. “

Voluntary Prepayments. The Borrower shall be prohibited from making any Except for regular payments of interest and principal as provided hereunder, prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, that if (i) shall not be permitted during the Administrative Agent establishes one or more Reservesfirst Loan Year, and (ii) a Lender makes a demand for increased costs may be made in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-fullwhole, but not in-in part, upon five (5) Business Daysdays prior written notice to the Agent at any time after the end of the first Loan Year upon payment of the applicable Prepayment Premium (whether such prepayment results from voluntary payments by Borrower, acceleration, or otherwise); provided, however, that (A) payments or prepayments of Pledged Notes Receivable made by Purchasers who are not directly or indirectly solicited by Borrower to make such prepayment shall not violate this Section 2.4(a), and no Prepayment Premium shall be payable as a result of any such payment by Purchasers; and (B) if at any time the Borrower wishes to release any Pledged Notes Receivable for the purpose of including those Pledged Notes Receivable in a Securitization pooling or similar conduit transaction, after 30 days’ prior written notice to the Lenders and the Administrative Agent, Borrower may prepay the principal balance of the Loan in whole or in part, to the extent necessary to cause the then current outstanding unpaid principal balance of the Loan to be equal to or less than the Borrowing Base, and no Prepayment Premium will be due where such prepayment is the result of a Securitization or similar conduit transaction closing, as certified by paying the sum of (a) Borrower to Agent. If Borrower voluntarily prepays the entire amount Receivables Loan for any reason other than pursuant to a Securitization, such prepayment must be accompanied by full payment of the Obligations outstanding at such time, plus (b) a portion of balance under the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed AmountAdditional Credit Facility.

Voluntary Prepayments. The Borrower shall be prohibited from making any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, that if (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during Loan in whole or in part, without penalty or premium (other than payment of the Lock-Out PeriodMinimum Multiple as provided below), upon five at least ten (510) Business Days’ prior written notice to the Lenders and the Administrative Agent, which notice (each, a “Prepayment Notice”) shall specify the Business Day upon which such prepayment shall be made (each such date, a “Prepayment Date”) and may be revoked by paying Borrower by written notice to Administrative Agent up until and including the entire amount Prepayment Date (provided that Borrower pays all actual out-of-pocket costs and expenses incurred by Administrative Agent or any Lender on account of Obligations outstanding at such time revocation), provided that, together with such principal prepayment, Borrower pays: (but notA) all accrued and unpaid interest on the applicable portion of the Loan being prepaid to and including the applicable Prepayment Date, for (B) all other sums then due and payable by Borrower under the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control Loan Documents with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Loan being prepaid, (C) if such Prepayment Date is not a Payment equal Date, all interest that would have accrued on the applicable portion of the Loan being prepaid through the last day of the Interest Period within which such Prepayment Date occurs, and (D) contemporaneous with such prepayment of the Loan in full (or a portion thereof, as the case may be) Borrower shall also cause the Mortgage Borrower to prepay the Mortgage Loan or a corresponding percentage thereof based on the Loan Percentage Share in accordance with the provisions of the Mortgage Loan Agreement. If the Minimum Multiple has not been satisfied as of the date of final repayment of the Loan, Borrower’s final prepayment or repayment of the Loan in full shall, in addition to all amounts required above, include the amount necessary to satisfy the Minimum Multiple and such amount shall be distributed by Administrative Agent to the product Lenders. Upon receipt of a Prepayment Notice pursuant to this Section 2.12, Administrative Agent shall promptly (xbut in no event more than one (1) the Lock-Out Make-Whole Payment that would otherwise be payable and (yBusiness Day after Administrative Agent’s receipt of such written notice) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months notify each Lender of the Lock-Out Period contents thereof and of such Lender’s ratable share of the denominator principal amount of which is 360such prepayment. Except as otherwise provided above, plus (c) an amount equal to no portion of the product of (x) 3.00% and (y) Mezzanine Loan shall be prepaid until the Maximum Committed AmountLoan has been repaid in full.

Voluntary Prepayments. The Each Borrower shall be prohibited from making any prepaymentstime to time may prepay its Revolving Credit Loans, in-whole Swing Line Loans, or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaidTerm Loans, in whole or in-in part, by the Borrower without premium or its Affiliates during the Lock-Out Periodpenalty, the Borrower shall pay the Lock-Out Make-Whole Payment upon irrevocable written notice to the LendersAgent given at least as early before the proposed date of such prepayment as the corresponding time specified in Section 2.3(a) hereof for notice of the borrowing of a Revolving Credit Loan of the loan type to be prepaid, on specifying the date of such termination prepayment and the amount of the prepayment; provided, however, that if (i) the Administrative Agent establishes one or more Reservesentire Aggregate Revolving Credit Commitment may not be terminated (although all Revolving Credit Loans may be paid off in full) while any Term Loan remains outstanding, (ii) a Lender makes a demand except for increased costs prepayments necessitated by Section 8.6(b) hereof, each partial prepayment of the Revolving Credit Loans or Swing Line Loans shall be in accordance with Section 2.13 hereof an amount not less than $500,000 or any integral multiple of $100,000 in excess thereof, (iii) except for prepayments necessitated by the Administrative Agent declares an Event of Default as a result Borrowers' election to reduce the Aggregate Revolving Credit Commitment pursuant to Section 2.4 hereof, without the prior written approval of the occurrence of a Regulatory Trigger EventRequired Banks, the neither Borrower may prepay the any Term Loan unless all Revolving Credit Loans in-have been paid off in full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative AgentAggregate Revolving Credit Commitment terminated, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12iv) months of the Lock-Out Period, the neither Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ any LIBOR Rate Loan prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount last day of the Obligations outstanding at such time, plus (b) a portion Interest Period therefor and neither Borrower may prepay any Swing Line Loan prior to the last day of the Lock-Out Make-Whole Payment equal Swing Line Interest Period therefor. To the extent possible, the Borrowers shall, in connection with any voluntary prepayment, prepay Prime Rate Loans first and LIBOR Rate Loans second. Any prepayment of LIBOR Rate Loans shall be subject to Section 2.11 hereof. If any notice of prepayment is given, the amount specified in such notice shall be due and payable in the manner and by the time provided in Section 3.2 hereof on the date specified in such notice, together with accrued interest thereon to such date as provided in Section 2.2(c) hereof. Any such prepayment of a Revolving Credit Loan may be reborrowed, subject to the product terms and conditions of (x) the Lock-Out Make-Whole Payment that would otherwise this Agreement, from time to time. Any prepayment of a Term Loan may not be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountreborrowed.

Voluntary Prepayments. The Borrower shall be prohibited (a) Borrower, with thirty (30) Business Days’ notice to Administrative Agent, may at any time and from making any prepayments, in-whole or in-part, during time to time prepay the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaidPrincipal Amount, in whole or in-in part, by provided that Borrower gives facsimile notice of such prepayment which shall specify: (i) the Borrower date and amount of the prepayment; (ii) whether the prepayment is of LIBOR Loans, Base Rate Loans or its Affiliates during the Lock-Out Perioda combination thereof, and, if a combination thereof, the Borrower shall pay amount allocable to each; and (iii) in the Lock-Out Make-Whole Payment case of prepayment of LIBOR Loans, the expiration date of the applicable Interest Period. Prepayment of all or any portion of the Principal Amount may be made in accordance with this Section 2.11(a) provided that: (i) the principal amount prepaid is not less than $1,000,000; (ii) all accrued and unpaid interest to the Lenders, on and including the date of such termination provided, however, that if (i) prepayment on the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or amount being prepaid is then paid; (iii) any amounts payable pursuant to Article III are then paid; (iv) the applicable Prepayment Fee is then paid on the amount of any prepayment in excess of $7,500,000 in any calendar year; and (v) all fees and expenses incurred by Administrative Agent declares an Event of Default as or Lenders in connection with the prepayment are then paid. Amounts prepaid may not be reborrowed. Each notice delivered by Borrower pursuant to this Section 2.11 shall be irrevocable; provided that a result of the occurrence of a Regulatory Trigger Event, the notice delivered by Borrower may prepay state that such notice is conditioned upon the Loans in-full during the Lock-Out Periodeffectiveness of other credit facilities, upon five in which case such notice may be revoked by Borrower (5by notice to Administrative Agent not less than three (3) Business Days’ Days prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at noticed prepayment date) if such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but condition is not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise or will not be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountsatisfied.

Voluntary Prepayments. The Borrower shall be prohibited from making any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, that if (ia) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ Upon 45 days prior written notice to the Lenders and Lenders, Borrower may prepay at least $50,000,000 of the Administrative Agent, by paying the entire principal amount of Obligations outstanding the Loans without premium or penalty at such any time (but not, if the Daily VWAP for the avoidance Common Stock has been greater than $12.50 (the “Required Conversion Price”) per share for the thirty (30) Trading Day period immediately preceding such prepayment date. All prepayments under this Section 2.08 shall be accompanied by accrued and unpaid interest (including Permitted Accrued Interest) and Fees on the principal amount to be prepaid to but excluding the date of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of payment. All prepayments pursuant to this Section 2.08 shall be subject to Section 2.11. In order to exercise any such election to prepay all or a Change of Control with respect to the Company during the first twelve (12) months portion of the Lock-Out PeriodLoans, the Borrower may prepay shall, at the time it gives notice of prepayment, arrange for one or more investment banking firms of national reputation to underwrite the sale of the Common Stock issuable upon conversion of all shares of Preferred Stock that are issuable upon exchange of the Loans in-fullpursuant to an underwriting agreement on customary terms for similar offerings of securities. In the event the underwriter(s) are unable to arrange for the sale of such Common Stock at a price at least equal to the Required Conversion Price, but not in-partthe Borrower’s notice of prepayment shall be deemed to have been withdrawn. The Required Lenders at their sole discretion, upon and without regard to whether the underwriter is able to obtain the Required Conversion Price, may notify the Borrower within five (5) Business Days’ days of notice of prepayment of their election not to proceed with an offering of Common Stock and of their election to exchange and retain Preferred Stock. At the time the Borrower gives any notice of prepayment, it will deliver the information and take the actions required pursuant to Section 5.15; provided that no prepayment shall be made prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount termination of the Obligations outstanding at such time, plus (b) a portion of required waiting period under the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed AmountHSR Act.

Voluntary Prepayments. The Except as otherwise provided herein, Borrower shall be prohibited from making any prepayments, in-whole or in-part, during not have the Lock-Out Period. Notwithstanding right to prepay the foregoing, if the Facility is prepaid, Loan in whole or in-in part. On and after the Permitted Prepayment Date Borrower may, at its option and upon thirty (30) days prior notice to Lender, prepay the Debt in whole but not in part; provided, however, any prepayment received by Lender prior to November 10, 2008 shall be accompanied by the Borrower or its Affiliates during applicable Prepayment Fee. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon through and including the Lock-Out Period, end of the Borrower shall pay Interest Period in which the Lock-Out Make-Whole next Monthly Payment to the Lenders, on the date of such termination Date occurs; provided, however, that if (i) no prepayment shall be permitted on any date during the Administrative Agent establishes one or more Reservesperiod commencing on the first calendar day immediately following a Monthly Payment Date to, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Eventbut not including, the Borrower may prepay the Loans in-full Determination Date in such calendar month, unless consented to by Lender in its sole discretion. Any notice of prepayment shall be revocable by Borrower, except during the Lock-Out Period, upon period commencing on the date five (5) Business Days’ Days prior written notice to the Lenders applicable date of prepayment set forth in such notice of prepayment and the Administrative Agentending on such date, by paying the entire amount of Obligations outstanding at during which time such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment)notice is irrevocable; provided, further, that upon the occurrence Borrower may not revoke more than two (2) such notices of a Change of Control with respect to the Company during the first prepayment in any twelve (12) months month period. If Borrower elects to revoke a notice of prepayment in accordance with the Lockprior sentence, Borrower shall indemnify and pay to Lender immediately upon request the actual out-Out Periodof-pocket expenses incurred by Lender in connection with such revocation, the Borrower may prepay the Loans in-full, including but not in-part, upon five (5) Business Days’ prior written notice limited to the Lenders Breakage Costs as well as any and the Administrative Agent, by paying the sum all costs of (a) the entire amount any holder of the Obligations outstanding at such time, plus (b) a any portion of the Lock-Out Make-Whole Payment equal to the product Securities which was caused as a result of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountsuch revocation.”

Voluntary Prepayments. The Borrower shall be prohibited from making Borrowers may at any prepaymentstime on at least three (3) days' prior written notice in the case of LIBOR Loans and two (2) days' prior written notice in the case of Index Rate Loans, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, that if Administrative Agent (i) voluntarily prepay all or part of the Administrative Agent establishes one or more ReservesTerm Loans, pro rata, in accordance with this SECTION 1.3(a), and/or (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof voluntarily prepay all or part of the Revolving Loan and/or permanently reduce (iiibut not terminate) the Administrative Agent declares an Event of Default as Revolving Loan Commitment; PROVIDED that (A) any such prepayments or reductions shall be in a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire minimum amount of Obligations outstanding at $500,000 and integral multiples of $100,000 in excess of such time amount, (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (aB) the entire Revolving Loan Commitment shall not be reduced to an amount of less than the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product greater of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% $5,000,000 and (y) the Maximum Committed AmountL/C Sublimit and (C) Borrowers shall pay to Administrative Agent in connection therewith the prepayment premiums set forth in SECTION 1.9(c), if applicable. Borrowers may at any time on at least three (3) days' prior written notice to Administrative Agent terminate the Revolving Loan Commitment, PROVIDED that upon such termination all Loans and other Obligations shall be immediately due and payable in full. Any such voluntary prepayment and any such reduction or termination of the Revolving Loan Commitment must be accompanied by the payment of any LIBOR funding breakage costs in accordance with SECTION 1.13(b). Upon any such prepayment and reduction or termination of the Revolving Loan Commitment, Borrowers' right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on their behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; PROVIDED that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each partial prepayment of the Term Loans shall be applied pro rata across all of the Term Loans, based upon the amounts outstanding under each of the Term Loans, and shall reduce each unpaid installment of principal on each Term Loan pro rata. Borrowers may at any time upon at least three (3) days' prior written notice to Administrative Agent, terminate or permanently reduce the Contingent Payment Loan Commitment, PROVIDED that any such reductions shall be in a minimum amount of $500,000 and integral multiples of $100,000 in excess of such amount.

Voluntary Prepayments. The Reductions in Revolving Loan Commitments. Borrowers may at any time on at least 3 days' prior written notice by Borrower shall be prohibited from making any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment Representative to the Lenders, on the date of such termination provided, however, that if Agent (i) voluntarily prepay all or part of the Administrative Agent establishes one or more Reserves, Term A Loans and/or (ii) permanently reduce (but not terminate) the Revolving Loan Commitment and/or (iii) voluntarily prepay all or part of the Term B Loans; provided that (A) any such prepayments or reductions shall be in a Lender makes a demand for increased minimum amount of $500,000 and integral multiples of $100,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Revolving Loan then outstanding, (C) after giving effect to such reductions, Borrowers shall be in compliance with Section 1.3(b)(i), and (D) with respect to the prepayment of any portion of the Term B Loans prior to the A Obligations Termination Date, (1) the aggregate principal amount of such prepayments shall not exceed $11,000,000, (2) both before and after giving effect to any such prepayment, no Default or Event of Default has occurred and is continuing, (3) both before and after giving effect to such prepayment, the Borrowing Availability is not less than $3,000,000, and (4) after giving effect to such prepayment the aggregate outstanding principal amount of the Term B Loans is not less than the amount equal to the difference between $15,000,000 less the amount of scheduled principal payments on the Term B Loans made pursuant to Section 1.1(b)(ii)(B), if any, on or before such date of prepayment. In addition, Borrowers may at any time on at least 10 days' prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided that upon such termination, all Loans (other than Term B Loans) and other Obligations (other than B Obligations) shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B hereto. Any voluntary prepayment and any reduction or termination of the Revolving Loan Commitment, the Term A Loans or the Term B Loans must be accompanied by payment of the Fee required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 2.13 hereof 1.13(b). Upon any such reduction or (iii) the Administrative Agent declares an Event of Default as a result termination of the occurrence Revolving Loan Commitment, each Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided that a Regulatory Trigger Event, permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Loans or other Obligations to which such prepayment is to be applied; provided that any partial prepayments of the Term A Loan or the Term B Loan made by or on behalf of any Borrower may shall be applied to prepay the scheduled installments of such Borrower's Term A Loans in-full during or the Lock-Out PeriodTerm B Loans, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agentas applicable, by paying the entire amount in inverse order of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountmaturity.

Voluntary Prepayments. The (a) Borrower shall be prohibited from making any prepayments, in-whole or in-part, during the applicable Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the a Lock-Out Period, the Borrower shall pay the applicable Lock-Out Make-Whole Payment Additional Interest to the Lenders, on the date of such termination provided, however, that if (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof hereof, (iii) the Obligations are being refinanced by Xxxxxxx or an Affiliate thereof, or (iiiiv) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the a Lock-Out Period, upon five (5) Business Days’ ' prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Make-Whole PaymentAdditional Interest); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the a Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ ' prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the reduced Lock-Out Make-Whole Payment Additional Interest equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable projected average daily outstanding principal amount of the Loans from the date of prepayment until the twelve (12) month anniversary of the Restatement Date (as determined by Administrative Agent in consultation with the Company and utilizing commercially reasonable assumptions) multiplied by (y) the Interest Rate in effect at the time of such prepayment, multiplied by (z) a fraction, the numerator of which is the actual number of days remaining in between the first date of prepayment and the twelve (12) months month anniversary of the Lock-Out Period Restatement Date and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amount.

Voluntary Prepayments. The Borrower shall be prohibited from making may at any prepaymentstime on at least five days' prior written notice to each Co-Agent, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, that if (i) voluntarily prepay all or part of the Administrative Agent establishes one Term Loan or more Reserves, (ii) voluntarily prepay all or part of the Revolving Loan and permanently reduce (but not terminate) the Revolving Loan Commitment; provided, that (A) any such prepayments or reductions shall be in a Lender makes a demand minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of such amount and (B) the Revolving Loan Commitment shall not be reduced to an amount less than the greater of (I) $75,000,000 and (II) the L/C Sublimit. Borrower may at any time on at least ten days' prior written notice to Co-Agents terminate the Revolving Loan Commitment; provided, that upon such termination all Loans and other Obligations shall be immediately due and payable in full and Borrower shall make arrangements, in accordance with the terms and conditions of Annex B, for increased the satisfaction of any outstanding Letter of Credit Obligations. Any such voluntary prepayment and any such reduction or termination of the Revolving Loan Commitment must be accompanied by payment of the Fee required by Section 1.9(c), if any, each Co-Agent's and each Lender's out-of-pocket expenses, and payment AMENDED AND RESTATED CREDIT AGREEMENT of any LIBOR funding breakage costs in accordance with Section 2.13 hereof 1.13(b). Upon any such prepayment and reduction or (iii) the Administrative Agent declares an Event of Default as a result termination of the occurrence Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of a Regulatory Trigger EventCredit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the Borrower case may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment)be; provided, furtherthat a permanent reduction of the Revolving Loan Commitment shall require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Loan or other Obligations to which such prepayment is to be applied; provided, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months any partial prepayment of the Lock-Out Period, the Term Loan made by Borrower may shall be applied to prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount scheduled installments of the Obligations outstanding at such time, plus (b) a portion Term Loan in inverse order of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountmaturity.

Voluntary Prepayments. The Borrower shall be prohibited Subject to the Subordination Agreement and upon notice given as provided in this Section 2.4(b)(i), Company, at its option, may prepay at any time after the third anniversary of the Restatement Effective Date all or from making time to time any prepaymentspart (in an aggregate amount of $500,000 or any greater amount which is an integral multiple of $100,000, in-whole or in-partif the aggregate outstanding principal balance of the Restated Notes is less than $500,000, during in an amount equal to the Lock-Out Period. Notwithstanding aggregate outstanding principal balance of the foregoingRestated Notes) of the principal amount of the Restated Notes, including any other interest added to the principal amount of the Restated Notes on or prior to the most recent Interest Payment Date, together with all accrued but unpaid Current Interest and Default Interest, if any, accrued since the Facility is prepaid, in whole or in-part, by most recent Interest Payment Date on the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment principal amount being prepaid to the Lenders, on the date of such termination providedprepayment plus the applicable Prepayment Premium (and, howeverif all of the Restated Notes are being prepaid, that if the Deferred Interest Amount). The Restated Notes shall not be voluntarily prepayable pursuant to this Section 2.4(b)(i) on or prior to the third anniversary of the Restatement Effective Date. Company shall call Restated Notes for prepayment pursuant to this Section 2.4(b)(i) by giving written notice thereof to Purchasers not less than three (i3) Business Days nor more than 60 days prior to the date fixed for such prepayment. Any notice pursuant to this Section 2.4(b)(i) shall specify (a) the Administrative Agent establishes one or more Reserves, date fixed for such prepayment; (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iiib) the Administrative Agent declares an Event of Default as a result principal amount (including any other interest added to the principal amount of the occurrence Restated Notes on or prior to the most recent Interest Payment Date) to be prepaid on such date; (c) the amount of accrued Current Interest and Default Interest, if any, to be paid or anticipated to be paid on such date; and (d) the amount of the Prepayment Premium (and, if applicable, the Deferred Interest Amount) to be paid in connection therewith. Notice of prepayment having been so given, the aggregate principal amount of the Restated Notes so to be prepaid as specified in such notice, together with accrued Current Interest and Default Interest, if any, thereon to such date fixed for prepayment, plus the applicable Prepayment Premium (and, if applicable, the Deferred Interest Amount), shall become due and payable in the case of a Regulatory Trigger Eventprepayment pursuant to Section 2.4(b)(i), on the Borrower may prepay the Loans in-full during the Lock-Out Periodspecified prepayment date, upon five provided Company provides Purchasers with at least three (53) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amountdate.