Common use of Voluntary Prepayments Clause in Contracts

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by law, in whole or in part at any time and from time to time on the following terms and conditions: (a) the Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the amounts required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by law, in whole or in part at any time and from time to time on the following terms and conditions: (a) the Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 32 Business Days’ prior written notice of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the amounts required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.

Voluntary Prepayments. The (i) Borrower shall have the right to prepay the Loansmay, without premium or penalty except as provided by law, in whole or in part at any time and from time to time time, prepay any tranche of the Loans, in whole or in part (subject, in the case of the Payment in Full of all the Loans, to the additional requirements of Section 4.7), upon at least one (1) Business Days’ irrevocable notice by Borrower to Agent by 1:00 p.m. (New York time) in the case of Base Rate Advances, and three (3) Business Days’ irrevocable notice by Borrower to Agent by 1:00 p.m. (New York time) in the case of LIBOR Rate Advances, specifying the date and amount of prepayment; provided that a notice of optional prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the incurrence of other Indebtedness or any other event, in which case such notice of prepayment may be revoked by the Borrower (by written notice to the Agent on or prior to the specified date) if such condition is not satisfied. If such notice is given, Borrower shall make such prepayment, and the payment amount specified in such notice shall be due and payable, on the following terms date specified therein accompanied by the amount of accrued and conditions:unpaid interest thereon. Each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Share in respect of the tranche of Loans being prepaid. (aii) If the Borrower determines that the Loan is an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, then, notwithstanding anything in this Agreement to the contrary, if at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the issue date of the Loans, the aggregate amount of accrued and unpaid interest and “original issue discount” (as defined in Section 1273(a)(1) of the Code) would, but for this Section 2.5(c), exceed an amount equal to the Loan’s “issue price” (as defined in Section 1273(b) and 1274(a) of the Code) multiplied by the Loan’s “yield to maturity” (as defined in Treasury Regulations Section 1.1272-1(b)(1)(i)) (such product, the “Maximum Accrual”), the Borrower shall give the Facility Agent prior to 12:00 Noon redeem at each such applicable date (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such Loansan “AHYDO Catch-Up Payment Date”), without premium or penalty, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the amounts required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with plus accrued and unpaid interest, Commitment Commissionif any, on the amount of principal to be redeemed, to, but excluding, the applicable AHYDO Catch-Up Payment Date, equal to all accrued and unpaid interest and original issue discount on the Loans as of the end of such accrual period in excess of an amount equal to the Maximum Accrual (the “AHYDO Catch-Up Payment”), and other amounts owing to such Lender (AHYDO Catch-Up Payment shall be treated for purposes of Section 163(i) of the Code as interest paid under the Loan. For the avoidance of doubt, there shall be no prepayments under this paragraph on or owing to such Lender with respect to each Loan which gave rise prior to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) fifth anniversary of the Commitment date of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fullAgreement.

Voluntary Prepayments. (i) The Borrowers may, upon notice to Administrative Agent, from the Administrative Borrower shall have on behalf of the right Borrowers, at any time or from time to time voluntarily prepay the Loans, without premium or penalty except as provided by law, Revolving Credit Loans in whole or in part at any time and from time to time on the following terms and conditions:without premium or penalty; provided that: (A) such notice must be received by Administrative Agent not later than 11:00 a.m. (a1) the Borrower shall give the Facility Agent three Business Days prior to 12:00 Noon any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (Frankfurt time2) at its Notice Office at least 30 one Business Days’ Day prior written notice to any date of its intent to prepay such prepayment of Revolving Credit Loans that are Base Rate Loans; and (B) any prepayment of Revolving Credit Loans that are Eurodollar Rate Loans will be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or, if less, the entire principal amount thereof then outstanding. Each such notice will specify the date and amount of such prepayment and the specific Borrowing or Borrowings pursuant Type(s) of Revolving Credit Loans to which made, which be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice the Facility Agent shall promptly transmit to each and of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser Lender’s Percentage Share thereof. If the Administrative Borrower gives such notice, then the Borrowers’ prepayment obligation will be irrevocable, and the Borrowers will make such prepayment and the payment amount specified in such notice will be due and payable on the date specified therein. Any prepayment of a Borrowing which Revolving Credit Loan that is outstanding, provided that no partial prepayment of Loans made pursuant to a Eurodollar Rate Loan will be accompanied by any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the additional amounts required pursuant to Section 2.10;3.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses). Subject to Section 3.07, each such prepayment will be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Percentage Shares. (dii) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower The Borrowers may, upon five Business Days’ written notice to Swing Line Lender from the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each Administrative Borrower, on behalf of the LendersBorrowers (with a copy to Administrative Agent), at any time or from time to time, voluntarily prepay all LoansSwing Line Loans in whole or in part without premium or penalty; provided that such notice must be received by Swing Line Lender and Administrative Agent not later than 1:00 p.m. on the date of the prepayment. Each such notice will specify the date and amount of such prepayment. If the Administrative Borrower gives such a notice, together with accrued and unpaid interest, Commitment Commissionthen the Borrowers’ prepayment obligation will be irrevocable, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with Borrowers will make such prepayment (at which time Schedule 1.01(a) shall and the payment amount specified in such notice will be deemed modified to reflect due and payable on the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fulldate specified therein.

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by law, in whole or in part at any time and from time to time on the following terms and conditions: (a) the Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any the Interest Period applicable thereto or otherwise as set out in Section 2.10thereto, the Borrower shall pay the amounts required pursuant to Section 2.102.09; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.

Voluntary Prepayments. The Borrower shall have (a) Agent, for the right to prepay ratable benefit and account of the LoansLenders, without premium or penalty except as provided by lawwill accept a prepayment, in whole or in part at any time part, of the Loan during the Lockout Period if, Borrower gives to Agent not less than ten (10) days’ prior notice, and from time concurrently with, and as a condition to time on such prepayment, Borrower pays to Agent, for the following terms ratable benefit and conditions: account of the Lenders, (ai) the Borrower shall give Spread Maintenance Premium, (ii) if less than the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such Loansentire principal balance is then being prepaid, the principal amount prepaid is not less than $10,000,000.00 and is in increments of $10,000,000.00; (iii) all accrued and unpaid interest to and including the date of such prepayment and on the specific Borrowing or Borrowings amount being prepaid is then paid; (iv) any amounts payable pursuant to which made, which notice Sections 2.2.7 and 2.4.3 are then paid; (v) any sums payable by Borrower to the Facility Agent shall promptly transmit to each Counterparty in connection with the early termination or partial termination of the Lenders;Interest Rate Protection Agreement are then paid, and (vi) all fees and expenses incurred by Agent in connection with the Loan and/or with the prepayment are then paid. (b) each prepayment shall be From and after the expiration of the Lockout Period Borrower may prepay the Loan, in an aggregate principal amount of at least $1,000,000 whole or such lesser amount of a Borrowing which is outstandingin part, without premium or penalty, provided that no partial Borrower gives to Agent not less than ten (10) days’ prior notice, which notice shall be irrevocable and shall specify (i) the date and amount of the prepayment and (ii) in the case of prepayment of Loans LIBOR Loans, the expiration date of the applicable LIBOR Loan. Prepayment of all or any portion of the Loan may be made pursuant to any Borrowing shall reduce in accordance with this paragraph provided that: (A) if less than the outstanding Loans made pursuant to such Borrowing to an entire principal balance is then being prepaid, the principal amount prepaid is not less than $1,000,000;10,000,000.00 and is in increments of $10,000,000.00; (B) all accrued and unpaid interest to and including the date of such prepayment on the amount being prepaid is then paid; (C) any amounts payable pursuant to Sections 2.2.7 and 2.4.3 are then paid; (D) if the Counterparty is a Lender, any sums payable by Borrower to the Counterparty in connection with the early termination or partial termination of the Interest Rate Protection Agreement are then paid, and (E) all fees and expenses incurred by Agent in connection with the Loan and/or with the prepayment are then paid. (c) at the time In each instance of any prepayment of Loans pursuant to permitted under this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.102.5.1, the Borrower shall be required to pay the amounts required pursuant to all other sums due hereunder (including under Section 2.10;2.2.7) and no principal amount repaid may be reborrowed. (d) in All prepayments are to be made on a Payment Date. If any prepayment is received by Agent on a date other than a Payment Date the event of certain refusals same shall be held by a Lender Agent as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved collateral security for the Loan and shall be applied by the Required Lenders, Lenders on the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; andnext Payment Date. (e) each prepayment in respect Except as otherwise expressly permitted herein, the principal balance of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall Note may not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid prepaid in fullwhole or in part.

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by law, Term Loans may be repaid in whole or in part at any time and from time to time on the following terms and conditions: without premium or penalty; provided that (ai) the Borrower shall give the Facility Agent prior to 12:00 Noon LIBOR Rate Loans may be repaid only upon three (Frankfurt time3) at its Notice Office at least 30 Business Days’ prior written notice to the Administrative Agent, (ii) repayments of its intent LIBOR Rate Loans must be accompanied by payment of any amounts owing under Section 2.20 and (iii) partial repayments of Loans shall be in minimum principal amount of the Borrowing Minimum, and in integral multiples of the Borrowing Multiple in excess thereof. To the extent that the Borrowers elect to prepay such 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 Borrowers) 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 of prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such prepayment and loan not been prepaid or, at the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each request of the Lenders; Administrative Agent in the case of a prepayment under this clause (a) or clause (b) each prepayment below, interest on the principal amount prepaid shall be in an aggregate principal amount payable on any date that a prepayment is made hereunder through the date of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of prepayment. Amounts prepaid on the Term Loans made pursuant to any Borrowing shall reduce may not be reborrowed. Each notice delivered by the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans Borrowers pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower 2.11(a) shall pay the amounts required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved be revocable by the Required Lenders, the Borrower may, upon five Business Days’ written Borrowers (by notice to the Facility Administrative Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (on or owing to such Lender with respect to each Loan which gave rise prior to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such proposed prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (ddate specified therein), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay the Loans, without premium or penalty except as provided by law, Term Loans in whole or in part at any time and from time to time on the following terms and conditions: (ai) as a specifically negotiated requirement, additional consideration for providing the Term Loans, and an important economic provision upon which the Agents and the Lenders are relying, the Administrative Borrower shall give deliver to the Facility Administrative Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its the Borrowers’ intent to prepay make such Loans, prepayment and the amount of such prepayment, by 3:00 p.m. no less than three (3) Business Days prior to the date of such prepayment, specifying the date on which such prepayment and the specific Borrowing or Borrowings pursuant is to which be made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (bii) a notice delivered pursuant to Section 4.01(a)(i) shall be irrevocable, shall include or be accompanied by a certification of an Authorized Officer of the Administrative Borrower that the prepayment is being made pursuant to and in compliance with all provisions of Section 4.01(a), and shall obligate the Borrowers to prepay the amount specified in such notice on the date specified therein together with accrued interest thereon and the applicable Prepayment Premium, if any, all of which shall become due and payable on the prepayment date set forth in such notice; provided that notwithstanding the foregoing any such voluntary prepayment occurring as a result of a Change of Control, a refinancing of the Obligations or another specified and material transaction may be conditional upon the closing of any such transaction; (iii) each partial prepayment of any Term Loans shall be in a multiple of $300,000 and in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000300,000; (civ) at the time of any each prepayment of Term Loans pursuant to this Section 4.01 on any date day other than the last day of any the applicable Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the amounts required pursuant be subject to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved compliance by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection Borrowers with the prepayment pursuant to this clause (d) have been obtainedapplicable provisions of Section 2.07; and (ev) each on the date of prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans Term Loan pursuant to this Section 4.01, such the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders, the applicable Prepayment Premium, if any. (b) Each prepayment pursuant to this Section 4.01 shall not be applied to reduce the scheduled installments of the Term Loans as directed by the Administrative Borrower, and in the absence of such a direction, shall be applied to the scheduled installments of the Term Loans in the order of maturity. (c) Notwithstanding anything in Section 4.01(a) to the contrary, if the Lenders decline any Loan mandatory payment in accordance with Section 4.05, any voluntary prepayment of a Defaulting Lender until all other the applicable Term Loans that occurs within three (3) Business Days of Non-Defaulting the date that the applicable Lenders decline such mandatory prepayment in an amount equal to such declined proceeds, shall: (i) be excluded from the notice and minimum amount requirements of Sections 4.01(a)(i) and 4.01(a)(iii), and (ii) be applied to reduce the Term Loans and the Prepayment Premium (if applicable) that would have been repaid in fullapplicable to such amount if accepted as a mandatory prepayment under Section 4.02(a).

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by law, in whole or in part at any time and from time to time on the following terms and conditions: (a) the Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt London time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the amounts required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.

Voluntary Prepayments. The Borrower shall have the right to prepay prepay, at any time, the Loans, in each case without premium or penalty except as provided by lawlaw and Section 2.10, in whole or in part at any time and from time to time on the following terms and conditions: (ai) the Borrower shall give the Facility Administrative Agent prior to 12:00 Noon (Frankfurt New York time) at its Notice Office at least 30 three Business Days’ prior written notice (including e-mail notice or telephonic notice promptly confirmed in writing) of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Administrative Agent shall promptly transmit to each of the Lenders; (bii) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (ciii) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any the Interest Period applicable thereto or otherwise as set out in Section 2.10thereto, the Borrower shall pay the amounts required pursuant to Section 2.10; (div) in the event of certain refusals by a Lender as provided in Section 14.11(b12.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Administrative Agent at its Notice Office (which notice the Facility Administrative Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, interest and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b12.12(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b12.12(b) in connection with the prepayment pursuant to this clause (div) have been obtained; and; (ev) except as expressly provided in the preceding clause (iv), each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, at the Borrower’s election, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full; and (vi) each prepayment of principal of Loans pursuant to this Section 4.01 shall be applied to reduce the then remaining Scheduled Repayments in accordance with Section 4.02(f).

Voluntary Prepayments. The Borrower shall have the right to prepay the Revolving Credit Loans, without premium or penalty except as provided by law(other than amounts, if any, required to be paid pursuant to Section 2.11 with respect to prepayments of SOFR Loans made on any date other than the last day of the applicable Interest Period), in whole or in part at any time and part, from time to time on any date on the following terms and conditions: : (a) the Borrower shall give the Facility Administrative Agent prior to 12:00 Noon (Frankfurt time) at its Notice the Administrative Agent’s Office at least 30 Business Days’ prior revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay make such Loansprepayment, the amount of such prepayment and and, in the case of SOFR Loans, the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice shall be given by the Facility Borrower no later than 1:00 p.m. (x) one (1) Business Day prior to (in the case of ABR Loans) or (y) three (3) Business Days prior to (in the case of SOFR Loans) (or, in each case, such shorter time as the Administrative Agent shall promptly transmit to each of the Lenders; may agree), (b) each partial prepayment of any Borrowing of Revolving Credit Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, 5,000,000; provided that no partial prepayment of SOFR Loans made pursuant to any a single Borrowing shall reduce the outstanding SOFR Loans made pursuant to such Borrowing to an amount less than $1,000,000; the applicable Minimum Borrowing Amount for SOFR Loans and (c) at the time of any prepayment of SOFR Loans pursuant to this Section 4.01 5.1 on any date other than day prior to the last day of any an Interest Period applicable thereto or otherwise as set out in Section 2.10, shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. All prepayments under this Section 5.1 shall pay the amounts required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice also be subject to the Facility Agent at its Notice Office (which notice provisions of Section 5.2(e). At the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such LenderBorrower’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that election in connection with any prepayment of Loans pursuant to this Section 4.015.1, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fullLender.

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by law, in whole or in part at any time and from time to time on the following terms and conditions: (a) the Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 32 Business Days’ prior written notice of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the amounts required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.

Voluntary Prepayments. The Borrower shall have the right to prepay prepay, at any time, the Loans, in each case without premium or penalty except as provided by lawlaw and Section 2.10, in whole or in part at any time and from time to time on the following terms and conditions: (ai) the Borrower shall give the Facility Administrative Agent prior to 12:00 Noon (Frankfurt New York time) at its Notice Office at least 30 three Business Days’ prior written notice (including e-mail notice or telephonic notice promptly confirmed in writing) of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Administrative Agent shall promptly transmit to each of the Lenders; (bii) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (ciii) at the time of any prepayment of Loans pursuant to this Section 4.01 5.01 on any date other than the last day of any the Interest Period applicable thereto or otherwise as set out in Section 2.10thereto, the Borrower shall pay the amounts required pursuant to Section 2.10; (div) in the event of certain refusals by a Lender as provided in Section 14.11(b12.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Administrative Agent at its Notice Office (which notice the Facility Administrative Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, interest and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b12.12(b) so long as (A) the Commitment of such Lender Lender’s Individual Exposure (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b12.12(b) in connection with the prepayment pursuant to this clause (div) have been obtained; and; (ev) except as expressly provided in the preceding clause (iv), each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.015.01, at the Borrower’s election, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full; and (vi) each prepayment of principal of Loans pursuant to this Section 5.01 shall be applied to reduce the then remaining Scheduled Repayments in accordance with Section 5.02(g).

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by law, in whole or in part at any time and from time to time on the following terms and conditions: (a) the Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that ​ ​ (50) ​ ​ ​ no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any the Interest Period applicable thereto or otherwise as set out in Section 2.10thereto, the Borrower shall pay the amounts required pursuant to Section 2.102.09; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by law, in whole or in part at any time and from time to time on the following terms and conditions: (a) the Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the amounts required pursuant to Section 2.10[intentionally omitted]; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.

Voluntary Prepayments. (a) Following receipt of all of the information to be provided pursuant to clause (f) of the definition of Permitted Acquisition with respect to each Permitted Acquisition to be funded by the proceeds of Incremental Advance Loans, the Administrative Agent shall have five (5) Business Days to evaluate each such Permitted Acquisition to determine whether it will undertake syndicating the Incremental Advance Commitments to fund such Permitted Acquisition(s) (and the Administrative Agent shall be deemed to have confirmed the undertaking of such syndication if it does not otherwise notify Parent prior to the expiration of such five (5)-Business Day period). In the event the Administrative Agent determines it will not undertake such syndication, or if the Administrative Agent is unable to fully syndicate such Incremental Advance Commitments prior to the Incremental Advance Commitment Effective Date, the Borrower shall have sixty (60) days from the date of such determination or inability, as the case may be, to prepay the remaining balance of the Loans outstanding under this Agreement and all other Obligations in full. The prepayment in full of the Obligations pursuant to this Section 4.01(a) will not be a Prepayment Event. (b) The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by lawremaining balance of the Loans outstanding under this Agreement, in whole or in part at any time and from time to time part, on the following terms and conditions: (ai) the Borrower shall give the Facility Administrative Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to prepay make such Loansprepayment, (B) the amount of such prepayment and (C) if no Event of Default shall have occurred and be continuing at both the specific Borrowing or Borrowings pursuant time of such notice and the time of such prepayment, the Tranche of the Loans it would like to which madeprepay, no later than 5:00 p.m. thirty (30) calendar days prior thereto, which notice the Facility Agent shall promptly transmit be transmitted by the Administrative Agent to each of the relevant Lenders; , as the case may be; (bii) each such prepayment shall be in an aggregate amount equal to at least (A) with respect to the 2020 Loans and the 2021 Loans, $20,000,000 or, if less, the entire principal amount of at least such Loan then outstanding and, (B) with respect to any Initial Restatement Advance Loan or Incremental Advance Loan, $5,000,000 and $1,000,000 or increments in excess thereof, and (C) with respect to the Second Incremental Term Loans, the amount and increments set forth in the Joinder Agreement for the Second Incremental Term Loans; and (iii) such lesser amount prepayment may only be made on the last Business Day of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000;calendar month. (c) With respect to each prepayment of the Loans pursuant to Section 4.01(b), the amounts prepaid shall be applied, so long as no Application Event shall have occurred and be continuing, first, to pay any fees and expenses of the Agents and the Lenders under the Credit Documents until paid in full, second, to any accrued and unpaid interest on the Loans on a ratable basis until paid in full and third, to the outstanding principal on the Loans on a ratable basis until the Loans are paid in full. If no Event of Default shall have occurred and be continuing at both the time of any prepayment the applicable notice and the time of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10prepayment, the Borrower shall pay references to the amounts required pursuant to Section 2.10; (d) Loans in the event of certain refusals by a Lender as provided in Section 14.11(bimmediately preceding sentence shall refer to (i) to consent to certain proposed changes, waivers, discharges the Tranche or terminations with respect to this Agreement which have been approved Tranches selected by the Required LendersBorrower or (ii) if the Borrower made no such selection, first to the 2020 Loans, second to the 2021 Loans and then, pro rata, to the Initial Restatement Advance Loans and, the Borrower may, upon five Business Days’ written notice to Incremental Advance Loans and the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Second Incremental Term Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.

Voluntary Prepayments. The Borrower shall have the right to prepay the LoansCompany may, without premium or penalty except as provided by lawat its option, in whole or in part at any time and from time to time on time, prepay the following terms Loans and conditions: (a) the Borrower shall give Reimbursement Obligations, in whole or in part, upon giving, in the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 case of any Eurodollar Loan, three Business Days’ ' prior written notice to the Administrative Agent, and, in the case of its intent any Base Rate Loan, prior written notice on the same Business Day to prepay such Loans, the amount of such prepayment and Administrative Agent. Such notice shall specify (1) in the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time 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 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 4.01 on any date other than 2.10(b) shall be applied ratably to the last day remaining scheduled installment payments of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the amounts Term Loans required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders2.5(b), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) ; and (B) the consents required by Revolving Credit Loans and the Reimbursement Obligations pursuant this Section 14.11(bshall (unless the Company otherwise directs) 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. Each prepayment of Base Rate Loans shall be in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) minimum principal amount of $500,000 and in integral multiples of $500,000 and each prepayment in respect of any Eurodollar Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d)minimum principal amount of $500,000 and in integral multiples of $500,000 or, pro rata among in the case of either Base Rate Loans comprising such Borrowingor Eurodollar Loans, provided that in connection with any prepayment of the aggregate principal balance outstanding on the Term Loans pursuant to this Section 4.01or on the Revolving Credit Loans and the Reimbursement Obligations, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fullas applicable.

Voluntary Prepayments. The Borrower shall have the right to not prepay the Loans, without premium Term Loan or penalty the Notes except as provided by lawfollows: (a) Upon the receipt of the written consent of the Required Lenders, which consent may be granted or withheld in whole or in part the Lenders’ sole discretion, at any time and from time to time time, Borrower may prepay the Term Loan, without any premium, on any Business Day in whole or in part, in an aggregate minimum amount of $2,500,000 and integral multiples of $2,500,000 in excess of that amount. (b) Subject to the right of the Lenders to convert the Notes, Borrower may, at its option, prepay the Term Loan in whole (and not in part) together with all accrued interest and all other amounts due hereunder and under any other Credit Documents, concurrently with the closing of any Fundamental Transaction (as defined in the Note), subject to the following terms and conditions: (ai) Not later than twenty (20) Business Days prior to the consummation of the Fundamental Transaction Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior deliver a written notice to the Lenders and Administrative Agent of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which madeproposed Fundamental Transaction, which notice the Facility Agent shall promptly transmit to each include a description of all material terms and conditions of such Fundamental Transaction, including Borrower’s good faith calculation of the Lenders;Transaction Consideration (as defined in the Note) payable to the Lenders if they convert the Notes into shares of Borrower’s common stock prior to the Fundamental Transaction (the “Conversion Proceeds”); and (bii) each In addition to the prepayment of the Term Loan, Borrower shall be pay to the Lender an amount equal to the greater of the following (the “Prepayment Premium”): (i) the aggregate value of Conversion Proceeds in excess of the principal amount of the Term Loan and (ii) (A) if the closing of such Fundamental Transaction occurs prior to the one-year anniversary of the date hereof, an amount equal to 25% of the aggregate principal amount of at least $1,000,000 the Term Loan or (B) if the closing of such lesser Fundamental Transaction occurs on or after the one-year anniversary of the date hereof, an amount equal to 50% of the aggregate principal amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000;Term Loan. (c) at The aggregate value of Conversion Proceeds shall be calculated as follows: (i) any amount of cash included in the time Transaction Consideration plus (ii) the aggregate value of any prepayment securities included in the Transaction Consideration shall be calculated based on the aggregate Market Price (as defined below) of Loans pursuant to this Section 4.01 on any date other than such securities plus (iii) the last day aggregate value of any Interest Period applicable thereto other assets or otherwise as set out in Section 2.10, the Borrower shall pay the amounts required pursuant to Section 2.10; (d) evidences of indebtedness included in the event Transaction Consideration shall be the aggregate fair market value of certain refusals by a Lender such assets or indebtedness as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved determined by the Required Lenders, Board in good faith. “Market Price” of a security as of a particular date (the Borrower may, upon five Business Days’ written notice to “Valuation Date”) shall mean the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as following: (A) if such security is then listed on a Trading Market (as defined in the Commitment Note) or quoted on the OTC Markets (as defined in the Note), the volume weighted average price of such Lender security as reported during the ten (if any10) is terminated concurrently with such prepayment Trading Day (at which time Schedule 1.01(aas defined in the Note) shall be deemed modified period ending on the Trading Day prior to reflect the changed Commitments) and Valuation Date; or (B) if such security is not then listed on a Trading Market or quoted on the consents required by Section 14.11(b) in connection with OTC Markets, the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect fair market value of any Loans made pursuant to a Borrowing one share of such security as of the Valuation Date shall be applied (x) determined in inverse order of maturity and (y) except as expressly provided in good faith by the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fullBoard.

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by law, in whole or in part at any time and from time to time on the following terms and conditions: (a) the Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the amounts required pursuant to Section 2.10[intentionally omitted]; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent ​ -51- ​ ​ ​ at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender▇▇▇▇▇▇’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.

Voluntary Prepayments. The (a) Except as otherwise provided in any applicable Facility Agreement with respect to voluntary prepayments, the Borrower shall have the right to prepay the Loansright, without premium or penalty except as provided by law, in whole or in part at any time and from time to time on the following terms and conditions: (a) the Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 upon not less than three Business Days’ prior written notice to the Intercreditor Agent and each Facility Agent and, to the extent such voluntary prepayment is to be made with the net proceeds received in respect of its intent any Replacement Debt, upon delivery of the certifications required pursuant to prepay such Section 6.3 (Replacement Debt) with the advanced notice contemplated therein to the Intercreditor Agent and each Facility Agent, to make voluntary prepayments of Loans, in multiples of $1,000,000, or in such other amounts related to the amount net proceeds received in respect of such prepayment and the specific Borrowing any Replacement Debt, in each case either in whole or Borrowings pursuant to which madein part, which notice the Facility Agent shall promptly transmit to each of the Lenders;at any time. (b) each Each notice of voluntary prepayment shall be irrevocable, except that a notice of voluntary prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or debt instruments in an aggregate principal amount respect of at least $1,000,000 Replacement Debt, in which case such notice may be revoked by the Borrower (by written notice to the Intercreditor Agent and each Facility Agent on or prior to the specified effective date) if such lesser amount condition is not satisfied. Within 30 days after the revocation of a Borrowing which is outstanding, provided that no partial the notice of voluntary prepayment in accordance with the provisions of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; this clause (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10b), the Borrower shall pay any Funding Losses incurred by any Facility Lender as a result of such notice and revocation. (c) In the amounts case of a partial voluntary prepayment, the Borrower may not make such voluntary prepayment with respect to Term Loans (i) prior to the Project Phase 1 Completion Date unless it certifies to the Intercreditor Agent (and the Independent Engineer concurs with such certification in writing; provided that no such confirmation will be required pursuant for any reduction with respect to Section 2.10;any Replacement Debt) that such voluntary prepayment will not result in the Obligors’ having an insufficient amount of committed or funded capital (on the basis of all other available funds, including funds in the Construction Account, remaining Facility Debt Commitments and/or the proceeds of any Replacement Debt to be deposited into the Construction Account concurrently with such cancellation) to fund the remaining expenditures required to achieve the Project Phase 1 Completion Date by the Phase 1 LNG Facility Date Certain or the Project Phase 2 Completion Date by the Phase 2 LNG Facility Date Certain, in accordance with the Construction Budget and Schedule, or (ii) after the Project Phase 1 Completion Date and prior to the Project Phase 2 Completion Date unless it certifies to the Intercreditor Agent (and the Independent Engineer concurs with such certification in writing; provided that no such confirmation will be required for any reduction with respect to any Replacement Debt) that such voluntary prepayment will not result in the Obligors’ having an insufficient amount of committed or funded capital (on the basis of all other available funds, including funds in the Construction Account, remaining Facility Debt Commitments and/or the proceeds of any Replacement Debt to be deposited into the Construction Account concurrently with such cancellation) to fund the remaining expenditures required to achieve the Project Phase 2 Completion Date by the Phase 2 LNG Facility Date Certain, in accordance with the Construction Budget and Schedule. (d) in the event of certain refusals by a Lender Except as provided in Section 14.11(b) to consent to certain proposed changes3.7 (Pro Rata Payment), waivers, discharges or terminations with respect to voluntary prepayments will be applied pro rata among each Senior Creditor Group under this Agreement which have been approved by (and in the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each case of the Lenders), prepay all outstanding Term Loans, together with accrued and unpaid interestpro rata, Commitment Commission, and other amounts owing without regard to whether such Lender (Term Loans are Initial Senior Debt or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) Incremental Senior Debt except as expressly otherwise provided in the preceding clause (d), pro rata among Credit Facility Agreement) based on the Loans comprising such Borrowing, provided that in connection with any prepayment outstanding on the date of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fulland otherwise as directed by the Borrower.

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by law, in whole or in part at any time and from time to time on the following terms and conditions: (a) the Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no ​ ​ -54- ​ ​ ​ ​ partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the amounts required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by law, in whole or in part at (a) At any time and from time to time time, each Borrower may prepay its Loans, in whole or in part, together with accrued interest to the date of prepayment, without premium or penalty (except as provided in clause (iii) below), upon written notice given to the Administrative Agent not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each intended prepayment of LIBOR Loans and one (1) Business Day prior to each intended prepayment of Base Rate Loans; provided that (i) each partial prepayment shall be in a principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof, (ii) no partial prepayment of LIBOR Loans made pursuant to any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $5,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (iii) unless made together with all amounts required under Section 2.17 to be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be made only on the following terms and conditions: (a) last day of the Borrower Interest Period applicable thereto. Each such notice shall give specify the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such Loans, the amount proposed date of such prepayment and the specific aggregate principal amount and Type of the Loans to be prepaid (and, in the case of LIBOR Loans, the Interest Period of the Borrowing or Borrowings pursuant to which made), which and shall be irrevocable and shall bind such Borrower to make such prepayment on the terms specified therein. Loans prepaid pursuant to this Section 2.7(a) may be reborrowed, subject to the terms and conditions of this Agreement. In the event the Administrative Agent receives a notice of prepayment under this Section, the Facility Administrative Agent will give prompt notice thereof to the Tranche 1 Lenders; provided that if such notice has also been furnished to the Tranche 1 Lenders, the Administrative Agent shall promptly transmit have no obligation to each of notify the Lenders;Tranche 1 Lenders with respect thereto. (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial Each prepayment of the Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than 2.7 shall be applied among the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the amounts required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) Tranche 1 Lenders in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fulltheir respective Tranche 1 Ratable Share.

Voluntary Prepayments. The (a) Borrower shall be prohibited from prepaying the Loan, in whole or in part, during the Lockout Period except in connection with Section 2.4.2. (b) After the expiration of the Lockout Period, Borrower may prepay the Debt in full, but not in part (except as otherwise permitted pursuant to Section 2.4.2), provided that: (i) Mortgage Borrower shall prepay the Mortgage Loan in accordance with Section 2.4.1(b) of the Mortgage Loan Agreement, (ii) Mezzanine A Borrower shall make a pro rata prepayment of the Mezzanine A Loan in accordance with Section 2.4.1(b) of the Mezzanine A Loan Agreement, (iii) Mezzanine C Borrower shall make a pro rata prepayment of the Mezzanine C Loan in accordance with Section 2.4.1(b) of the Mezzanine C Loan Agreement and (iv) Borrower pays Administrative Agent, in addition to the outstanding principal amount of the Loan to be prepaid, (A) all interest which would have accrued on the amount of the Loan to be paid through and including the last day of the Accrual Period related to the Payment Date next occurring following the date of such prepayment, or, if such prepayment occurs on a Payment Date, through and including the last day of the Accrual Period related to such Payment Date; (B) all other sums then due and payable under this Agreement and the other Loan Documents, including, but not limited to all of Administrative Agent’s, Collateral Agent’s and Lenders’ costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Administrative Agent, Collateral Agent and Lenders in connection with such prepayment; (C) unless such prepayment in full occurs during the three (3) month period prior to the originally-scheduled Maturity Date, the applicable Prepayment Premium; and (D) Borrower’s submission of a notice to Administrative Agent setting forth the projected date of prepayment, which date shall be no less than ten (10) Business Days from the date of such notice (which notice may be modified or revoked by Borrower upon not less than two (2) Business Days’ prior written notice to Administrative Agent, provided that Borrower shall pay all of Administrative Agent’s, Collateral Agent’s and Lenders’ reasonable, out-of-pocket costs and expenses incurred in connection with such modification or revocation). (c) Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by law, Debt in whole or full (but not in part at any time and from time to time on the following terms and conditions: (apart) the Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each expiration of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Lockout Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the amounts required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changesCPLV Lease Default has occurred and is continuing, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as Borrower is proceeding to cure (Aor cause Mortgage Borrower to cure) subject to the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which terms and within the time Schedule 1.01(a) shall be deemed modified to reflect periods set forth in Section 8.3 hereof and Borrower otherwise satisfies the changed Commitments) and (B) the consents required by conditions set forth in Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.2.4.1

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by law, in whole or in part at any time and from time to time on the following terms and conditions: (a) the Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any the Interest Period applicable thereto or otherwise as set out in Section 2.10thereto, the Borrower shall pay the amounts required pursuant to Section 2.102.09; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.

Voluntary Prepayments. The Any Borrower shall have the right Party may, upon delivery of a Prepayment Notice to Administrative Agent, at any time or from time to time voluntarily prepay the Loans, without premium or penalty except as provided by law, Loans in whole or in part at any time and from time to time on the following terms and conditionswithout premium or penalty; provided that: (a) the Borrower shall give the Facility Agent prior with respect to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such 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; and (b) with respect to any other Loan, such 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 any Loans accruing interest at the Term SOFR, Floating SOFR or the CP Rate; and (B) 11:00 a.m. one (1) Business Day prior to any date of prepayment of any Daily SOFR Loans or 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 notice, and of the amount of its Lender Group’s Repayment Percentage of such prepayment. If such notice is given by a Borrower Party, such Borrower Party shall make such prepayment and the specific Borrowing or Borrowings pursuant to which made, which payment amount specified in such notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant due and payable on the date specified therein. With respect to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans Loan prepaid pursuant to this Section 4.01 on 3.05, all accrued interest thereon shall be paid in accordance with Section 3.02(b) and any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the additional amounts required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations 4 with respect thereto shall be promptly paid following receipt of an accurate and correct invoice for such amounts. Subject to this Agreement which have been approved by the Required LendersSection 2.15, the Borrower may, upon five Business Days’ written notice each such prepayment shall be applied to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to Principal Obligation held by each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fullits applicable Repayment Percentage.

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by law, in whole or in part at any time and from time to time on the following terms and conditions: (a) the Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 32 Business Days’ prior written notice of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no ​ -55- ​ ​ ​ partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the amounts required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.

Voluntary Prepayments. The Borrower Borrowers shall have the right to prepay the Loans, Loans without premium or penalty (except as provided by lawbelow), in whole or in part at any time and from time to time on or after the second anniversary of the Signing Date and, in the case of the Tranche B Loans and Tranche C Loans, on or after the first anniversary of the Tranche B Signing Date or the Tranche C Signing Date (as applicable) on the following terms and conditions: : (a) the Borrower Company shall give the Facility Administrative Agent prior to 12:00 Noon (Frankfurt time) and at its Notice the Administrative Agent’s Office at least 30 Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay make such Loansprepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing or Borrowings pursuant Borrowing(s) to which madebe prepaid, which notice shall be given by the Facility Agent Company no later than 10:00 a.m. two Business Days prior to the date of such prepayment and shall promptly transmit be transmitted by the Administrative Agent to each of the Lenders; ; (b) each partial prepayment of any LIBOR Loans shall be in an integral multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000 and each partial prepayment of ABR Loans shall be in an integral multiple of $1,000,000 and in an aggregate principal amount of at least $1,000,000 or such lesser or, in each case, if less, the entire principal amount of a Borrowing which is thereof then outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of and any prepayment of Loans pursuant to this Section 4.01 5.1 on any date day other than the last day of any an Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the amounts required pursuant be subject to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved compliance by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection Borrowers with the applicable provisions of Section 2.11. Each prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing Section 5.1 shall be (a) applied (x) in inverse order of maturity to such Loans as the Company may specify and (yb) except applied to reduce such Loan Repayment Amounts as expressly provided in the preceding clause (d), pro rata among Company may specify. At the Loans comprising such Borrowing, provided that Company’s election in connection with any prepayment of Loans pursuant to this Section 4.015.1, such prepayment shall not be applied to any Loan of a Defaulting Lender. In the event that, a Borrower makes any voluntary prepayment of Loans (other than Tranche B Loans or Tranche C Loans) on or after the Second Anniversary of the Signing Date (pursuant to Section 5.1), the Borrowers shall pay to the Administrative Agent, for the ratable account of each Lender until all other of any such Loan, a prepayment premium as follows: (i) in the event that such a prepayment is made on or after the second anniversary of the Signing Date but prior to the third anniversary of the Signing Date, 2% of the amount of the Loans being prepaid; and (ii) in the event that such a prepayment is made on or after the third anniversary of Non-Defaulting Lenders have been repaid the Signing Date but prior to the fourth anniversary of the Signing Date, 1% of the amount of the Loans being prepaid. In the event that a Borrower makes any voluntary prepayment of (x) Tranche B Loans on or after the first anniversary of the Tranche B Signing Date (pursuant to Section 5.1), but prior to the second anniversary of the Tranche B Signing Date, or (y) Tranche C Loans on or after the first anniversary of the Tranche C Signing Date (pursuant to Section 5.1), but prior to the second anniversary of the Tranche C Singing Date, in fulleach case the Borrowers shall pay to the Administrative Agent, for the ratable account of each applicable Lender, a prepayment premium of 1% of the principal amount of the Tranche B Loans or Tranche C Loans so prepaid.

Voluntary Prepayments. The (i) At any time, the Borrower shall have the right to prepay the Loansmay, without premium or penalty except as provided by law(other than the Exit Fee) but subject to compliance with the conditions set forth in this Section 2.12(a) and with Section 2.24, prepay any Term Borrowing in whole or in part at part; provided that each such partial voluntary prepayment of any time and from time to time on the following terms and conditions: (a) the Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or an integral multiple of $500,000 in excess of such amount (or such lesser amount that constitutes the full amount of the Term Loans outstanding). (ii) To make a Borrowing which is outstanding, provided that no partial voluntary prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.102.12(a)(i), the Borrower shall pay notify the amounts required Administrative Agent in writing not later than 11:00 a.m. (New York City time) at least three Business Days prior to the date of prepayment. Each such notice shall specify the prepayment date (which shall be a Business Day), the principal amount of each Borrowing or portion thereof to be prepaid and the applicable Exit Fee, and shall be given in writing. Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that a notice of prepayment of any Borrowing pursuant to Section 2.10; (d2.12(a)(i) may state that such notice is conditioned upon the occurrence of one or more events specified therein, in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved case such notice may be rescinded by the Required Lenders, the Borrower may, upon five Business Days’ written (by notice to the Facility Administrative Agent at its Notice Office (which notice on or prior to the Facility specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall promptly transmit to each advise the Lenders of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment details thereof. Each voluntary prepayment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata allocated among the Lenders holding Loans comprising such Borrowing, provided that Borrowing in connection accordance with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fulltheir applicable Pro Rata Shares.

Voluntary Prepayments. (a) The Loan may not be prepaid on or prior to the Revolving Credit Period Expiration Date other than (i) 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 and/or (ii) solely with respect to the Tranche B Advances, upon the occurrence of any conduit sale, securitization or securitization type transaction (collectively, a “Securitization Event”), upon at least sixty (60) days’ prior written notice to Agent, so long as the Loan or this Agreement shall not be terminated in connection therewith, provided, the 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 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 Revolving Credit Period Expiration Date, 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 known as a “Voluntary Termination”), and 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, 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, for the benefit of Lenders, on the Voluntary Termination Date shall include as liquidated damages, not as a penalty, an amount equal to three percent (3%) multiplied 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 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 (2%) multiplied 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) in connection with such Voluntary Termination. (b) If the right Loan is accelerated for any reason (other than pursuant to prepay or in connection with a Change in Control) prior to the LoansRevolving Credit Period Expiration Date, without premium or penalty except as provided by lawBorrower shall pay to Lender, in whole addition to all other amounts outstanding under the Loan Documents, as liquidated damages, not as a penalty, an amount equal to three percent (3%) multiplied by the then outstanding principal balance of the Loan. (c) Notwithstanding any other provision of any Loan Document, no termination of financing under this Agreement shall affect Agent’s rights or any of the Obligations existing as of the Termination Date, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations (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 part at any time cash in full. The liens granted to Agent 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 on the following terms and conditions: be in a zero or credit position until (a) the Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each all of the Lenders; Obligations (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) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstandingfinancing under this Agreement has been terminated, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the amounts required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fullherein.

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by law, in whole or in part at any time and from time to time on the following terms and conditions: (a) the Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the amounts required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender▇▇▇▇▇▇’s ​ ​ -53- ​ ​ ​ individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.

Voluntary Prepayments. The Borrower Borrowers shall have the right to prepay the Loans, without premium or penalty (except as provided by lawbelow), in whole or in part at any time and from time to time on or after the second anniversary of the Signing Date on the following terms and conditions: : (a) the Borrower Company shall give the Facility Administrative Agent prior to 12:00 Noon (Frankfurt time) and at its Notice the Administrative Agent’s Office at least 30 Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay make such Loansprepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing or Borrowings pursuant Borrowing(s) to which madebe prepaid, which notice shall be given by the Facility Agent Company no later than 10:00 a.m. two Business Days prior to the date of such prepayment and shall promptly transmit be transmitted by the Administrative Agent to each of the Lenders; ; (b) each partial prepayment of any LIBOR Loans shall be in an integral multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000 and each partial prepayment of ABR Loans shall be in an integral multiple of $1,000,000 and in an aggregate principal amount of at least $1,000,000 or such lesser or, in each case, if less, the entire principal amount of a Borrowing which is thereof then outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of and any prepayment of Loans pursuant to this Section 4.01 5.1 on any date day other than the last day of any an Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the amounts required pursuant be subject to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved compliance by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection Borrowers with the applicable provisions of Section 2.11. Each prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing Section 5.1 shall be (a) applied (x) in inverse order of maturity to such Loans as the Company may specify and (yb) except applied to reduce such Loan Repayment Amounts as expressly provided in the preceding clause (d), pro rata among Company may specify. At the Loans comprising such Borrowing, provided that Company’s election in connection with any prepayment of Loans pursuant to this Section 4.015.1, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Lender. In the event that, a Borrower makes any voluntary prepayment of Loans on or after the Second Anniversary of Non-Defaulting Lenders have been repaid the Signing Date (pursuant to Section 5.1), the Borrowers shall pay to the Administrative Agent, for the ratable account of each Lender, a prepayment premium as follows: (i) in fullthe event that such a prepayment is made on or after the second anniversary of the Signing Date but prior to the third anniversary of the Signing Date, 2% of the amount of the Loans being prepaid; and (ii) in the event that such a prepayment is made on or after the third anniversary of the Signing Date but prior to the fourth anniversary of the Signing Date, 1% of the amount of the Loans being prepaid.

Voluntary Prepayments. The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time, voluntarily prepay the Loans, without premium or penalty except as provided by law, Loans in whole or in part at any time (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and from time to time (z) all accrued interest on the following terms and conditions: amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (ai) such notice must be received by the Borrower shall give the Facility Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice any date of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (bii) each any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $1,000,000 or such lesser 5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a Borrowing which is outstanding“Voluntary Prepayment Notice”) shall specify the date of such prepayment, provided that no partial prepayment the amount of Loans made pursuant to any Borrowing shall reduce principal being prepaid and the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise Prepayment Amount determined as set out forth in Section 2.10, the definition thereof. The Borrower shall pay make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 2.10; (d) 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 event effectiveness of certain refusals events, including the closing of other credit facilities, in which case such notice may be revoked by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved Borrower (by the Required Lenders, the Borrower may, upon five Business Days’ written notice to Administrative Agent on or prior to the Facility 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 at its Notice Office (which notice for the Facility Agent shall promptly transmit to each ratable accounts of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect . The Administrative Agent shall forward to each Loan which gave rise to the need to obtain Lender its Ratable Share of such Lender’s individual consent) payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full6.12.

Voluntary Prepayments. The (i) At any time and from time to time (1) with respect to ABR Borrowings, the Borrower shall have may prepay any such Borrowings on any Business Day in whole or in part, in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount and (2) with respect to Eurocurrency Borrowings, the right to Borrower may prepay the Loansany such Loans on any Business Day in whole or in part in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, in each case, without premium or penalty except as described in Section 2.08(b) and, with respect to Eurocurrency Loans, subject to Section 2.12; provided by lawthat, in whole or in part at with respect to any time and from time election to time on prepay the following terms and conditions: (a) the Borrower shall give the Facility Agent Initial Loans prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such Loansthe Acquisition Effective Date, if the amount of the Escrow Property is less than the amount required to prepay the Initial Loans and all accrued interest thereon in full on such date, Staples will deliver to the Administrative Agent, on the date of such prepayment, an amount equal to such deficiency. (ii) The Borrower shall notify the Administrative Agent in writing of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 10:00 a.m., New York City time, two Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 10:00 a.m., New York City time, on the Business Day before the date of prepayment. Each such notice shall be irrevocable (but it may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions) and shall specify the prepayment date and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 each Borrowing or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant portion thereof to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time be prepaid. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise 2.07(a) shall be applied as set out forth in Section 2.10, 2.07(d)(i). Prepayments shall be accompanied by accrued interest to the Borrower shall pay the extent required by Section 2.09 and any other amounts required payable pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments2.08(b) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full2.12.

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by law, in whole or in part at any time and from time to time on the following terms and conditions: (a) the Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.102.09, the Borrower shall pay the amounts required pursuant to Section 2.102.09; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.

Voluntary Prepayments. The Any Borrower shall have the right Party may, upon delivery of a Prepayment Notice to Administrative Agent, at any time or from time to time voluntarily prepay the Loans, without premium or penalty except as provided by law, Loans in whole or in part at any time and from time to time on the following terms and conditionswithout premium or penalty; provided that: (a) the Borrower shall give the Facility Agent prior with respect to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such 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; and (b) with respect to any other Loan, such notice must be received by Administrative Agent not later than: (A) 11:00 a.m. (i) three (3) Business Days prior to any date of prepayment of any Loans accruing interest at the Eurocurrency Rate, Floating LIBOR Rate or the CP Rate; and (ii) five (5) Business Days prior to the date of prepayment of Loans denominated in Alternative Currencies; and (B) 11:00 a.m. (i) one (1) Business Days prior to any date of prepayment of any Loans accruing interest at the Base Rate; and (ii) 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 notice, and of the amount of its Lender Group’s Repayment Percentage of such prepayment. If such notice is given by a Borrower Party, such Borrower Party shall make such prepayment and the specific Borrowing or Borrowings pursuant to which made, which payment amount specified in such notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant due and payable on the date specified therein. With respect to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans Loan prepaid pursuant to this Section 4.01 on 3.05, all accrued interest thereon shall be paid in accordance with Section 3.02(b) and any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the additional amounts required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations 4 with respect thereto shall be promptly paid following receipt of an accurate and correct invoice for such amounts. Subject to this Agreement which have been approved by the Required LendersSection 2.15, the Borrower may, upon five Business Days’ written notice each such prepayment shall be applied to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to Principal Obligation held by each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fullits applicable Repayment Percentage.

Voluntary Prepayments. The (a) Borrower shall have may, upon notice to U.S. Bank specifying that it is paying the right to prepay the Swing Line Loans, prepay without penalty or premium or penalty except as provided by law, the Swing Line Loans in whole at any time or in part at any time and from time to time on time, by paying the following terms and conditions: (a) the Borrower shall give the Facility Agent prior principal amount to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which madebe paid, which notice the Facility Agent shall promptly transmit to each of the Lenders;must be received by 12:00 noon Salt Lake City time on such prepayment date. (b) each Borrower may, upon notice to the Agent specifying that it is paying the Revolving Credit ABR Loans, pay without penalty or premium the Revolving Credit ABR Loans in whole at any time or in part from time to time, by paying the principal amount to be paid, which notice must be received by 12:00 noon Salt Lake City time on such prepayment date. Each such optional payment shall be applied to pay the Revolving Credit ABR Loans of the several Lenders in an aggregate proportion to their respective Pro Rata Shares. (c) Borrower may, upon at least three (3) Eurodollar Business Day’s notice to the Agent (which notice must be received by 12:00 noon (Salt Lake City time) on such day) specifying that it is paying the Revolving Credit LIBOR Loans, pay the Revolving Credit LIBOR Loans to which a given Interest Period applies, in whole, or in part in amounts aggregating $250,000 or any larger multiple of $25,000, by paying the principal amount to be paid together with all accrued and unpaid interest thereon to and including the date of at least $1,000,000 or such lesser amount payment and any funding losses and other amounts payable under Section 2.17; provided, however, that in no event may Borrower make a partial payment of Revolving Credit LIBOR Loans which results in the total outstanding Revolving Credit LIBOR Loans with respect to which a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount given Interest Period applies being less than $1,000,000; (c) at the time of any prepayment of Loans pursuant . Each such optional payment shall be applied to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the amounts required pursuant Revolving Credit LIBOR Loans of the several Lenders in proportion to Section 2.10;their respective Pro Rata Shares. (d) in the event Upon receipt of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) Section, the Agent shall promptly notify each prepayment in respect Lender of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order the contents thereof and of maturity such Lender’s Pro Rata Share of such payment and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment notice shall not thereafter be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fullrevocable by Borrower.

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by law, in whole or in part at any time and from time to time on the following terms and conditions: (a) the Borrower shall give the Facility Administrative Agent prior to 12:00 Noon (Frankfurt London time) at its Notice Office at least 30 five Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Administrative Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any the Interest Period applicable thereto or otherwise as set out in Section 2.10thereto, the Borrower shall pay the amounts required pursuant to Section 2.101.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Administrative Agent at its Notice Office (which notice the Facility Administrative Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b13.12(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a4.01(d) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b13.12(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) except as expressly provided in the preceding clause (d), each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.

Voluntary Prepayments. The Borrower shall have the right to may prepay the First Lien Exit Term Loans, without premium or penalty except as provided by law, in whole or in part at any time part, in minimum amounts to be agreed, subject to the Prepayment Premium and from time to time on the following terms and conditions: following: (a) the Borrower shall give the Facility Agent prior notice and other requirements to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such Loans, the amount of such prepayment be agreed; and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be customary reimbursement of the First Lien Term Lenders’ redeployment costs in an aggregate principal amount of at least $1,000,000 or such lesser amount the case of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant SOFR loans prior to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise the relevant interest period. Call Protection Any payment of the First Lien Exit Term Loans prior to the maturity date will be accompanied by the following prepayment premium (the “Prepayment Premium”) as set out forth below opposite the relevant period from the Closing Date as indicated below: Period On or prior to the 2nd Anniversary of the Closing Date Thereafter Prepayment Premium 101.00% None First Lien Exit Facilities Documentation The First Lien Exit Facilities will be evidenced by (a) a credit agreement (the “First Lien Exit Facilities Credit Agreement”) which shall be in Section 2.10form and substance based on the BrandCo Credit Agreement (with such modifications as are necessary to reflect the terms set forth in this First Lien Exit Facilities Term Sheet and the nature of the First Lien Exit Facilities and to reflect (i) administrative agency and operational matters of the First Lien Exit Term Loan Agent, (ii) the corporate structure of Holdings and its Subsidiaries on the Plan Effective Date (including the elimination of the “BrandCo” structure), (iii) SOFR provisions, (iv) beneficial ownership certification, (v) the modification of baskets, thresholds and carveouts applicable to the covenants to be agreed among the Required Consenting BrandCo Lenders and the Debtors and (vi) other modifications as may be agreed among the First Lien Exit Term Loan Agent, the Borrower Required Consenting BrandCo Lenders and the Debtors (the “First Lien Documentation Principles”), (b) security documents and (c) other legal documentation (collectively with the First Lien Exit Facilities Credit Agreement and security documents, the “First Lien Exit Facilities Documents”), which First Lien Exit Facilities Documents shall pay be in form and substance consistent with the amounts required pursuant First Lien Documentation Principles and otherwise satisfactory to Section 2.10; the First Lien Exit Term Loan Agent (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by its own treatment), the Required Lenders, Consenting BrandCo Lenders and the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fullDebtors.

Voluntary Prepayments. The Any Borrower shall have the right Party may, upon delivery of a Prepayment Notice to Administrative Agent, at any time or from time to time voluntarily prepay the Loans, without premium or penalty except as provided by law, Loans in whole or in part at any time and from time to time on the following terms and conditionswithout premium or penalty; provided that: (a) the Borrower shall give the Facility Agent prior with respect to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such 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; and (b) with respect to any other Loan, such notice must be received by Administrative Agent not later than: (A) 11:00 a.m. (i) three (3) Business Days prior to any date of prepayment of any Loans accruing interest at the Eurocurrency Rate or the CP Rate; and (ii) five (5) Business Days prior to the date of prepayment of Loans denominated in Alternative Currencies; and (B) 11:00 a.m. (i) one (1) Business Days prior to any date of prepayment of any Loans accruing interest at the Base Rate; and (ii) 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 notice, and of the amount of its Lender Group’s Repayment Percentage of such prepayment. If such notice is given by a Borrower Party, such Borrower Party shall make such prepayment and the specific Borrowing or Borrowings pursuant to which made, which payment amount specified in such notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant due and payable on the date specified therein. With respect to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans Loan prepaid pursuant to this Section 4.01 on 3.05, all accrued interest thereon shall be paid in accordance with Section 3.02(b) and any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the additional amounts required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations Article 4 with respect thereto shall be promptly paid following receipt of an accurate and correct invoice for such amounts. Subject to this Agreement which have been approved by the Required LendersSection 2.15, the Borrower may, upon five Business Days’ written notice each such prepayment shall be applied to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to Principal Obligation held by each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fullits applicable Repayment Percentage.

Voluntary Prepayments. The Borrower may at any time on at least ten (10) days' prior written notice to Agent (i) voluntarily prepay all or part of the Revolving Loan and/or permanently reduce but not terminate the Revolving Loan Commitment; provided that (A) any such prepayments or reductions shall have be in a minimum amount of $10,000,000 and integral multiples of $1,000,000 in excess of such amount, (B) the right Tranche A Revolving Loan Commitment shall not be reduced to prepay an amount less than $100,000,000, and (C) the Loans, without premium or penalty except as provided by law, in whole or in part Tranche B Revolving Loan shall not be reduced to an amount less than $20,000,000. Borrower may at any time and from time to time on the following terms and conditions: (a) the Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ (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 its intent the Revolving Loan Commitment must be accompanied by the payment of the compensation required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). In the event GE Capital acts as the lead agent in providing a refinancing of the Loans under this Agreement, GE Capital shall waive the payment of any compensation otherwise required to prepay such Loans, the amount of be paid to GE Capital under Section 1.9(c). Upon any such prepayment and reduction or termination of the specific Borrowing Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or Borrowings pursuant 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 Tranche A Revolving Loan Commitment shall not require corresponding pro rata reduction in the Swing Line Commitment and/or the L/C Sublimit (as defined in Annex B). Each notice of partial prepayment shall designate the Loan or other Obligations to which made, which notice the Facility Agent shall promptly transmit such prepayment is to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstandingapplied, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce notwithstanding the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the amounts required pursuant to Section 2.10; (d) foregoing in the event case of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changesDefault or an Event of Default, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing prepayments shall be applied (x) in inverse order of maturity and (y) except as expressly provided in to the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fullTranche A Revolving Loan.

Voluntary Prepayments. The (a) After the satisfaction of the Discharge Conditions or with the prior written consent of First-Lien Lenders (in the manner and to the extent required under the First-Lien Credit Agreement), the Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by law, Loans in whole or in part at any time and from time to time on the following terms and conditions: : (ai) the Borrower shall give the Facility Administrative Agent prior to 12:00 Noon (Frankfurt New York City time) at its the Notice Office at least 30 one Business Days’ Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such the Loans, which notice (in each case) shall specify whether Initial Loans or Incremental Loans under a given Tranche shall be prepaid, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Administrative Agent shall shall, promptly transmit to each of the Lenders; ; (bii) each partial prepayment of Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount of a Borrowing which as is outstanding, acceptable to the Administrative Agent); provided that no partial prepayment of the Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Loans made pursuant to such Borrowing to an amount less than $1,000,000; the Minimum Borrowing Amount; and (ciii) at the time of any each prepayment of Loans pursuant to this Section 4.01 on any date other than the last day 4.01(a) in respect of any Interest Period applicable thereto or otherwise as set out in Section 2.10, Loans shall be applied pro rata among the Borrower shall pay the amounts required pursuant to Section 2.10Loans; (db) in In the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required LendersLenders as (and to the extent) provided in Section 11.12(b), the Borrower may, upon five Business Days’ prior written notice to the Facility Administrative Agent at its the Notice Office (which notice the Facility Administrative Agent shall promptly transmit to each of the Lenders), prepay repay all LoansLoans of such Lender, together with accrued and unpaid interest, Commitment Commission, Fees and all other amounts then owing to such Lender (or owing to such Lender with respect to each Loan which gave rise in accordance with, and subject to the need to obtain such Lender’s individual consent) in accordance with said requirements of Section 14.11(b) 11.12(b), so long as (A) the Commitment of such Lender (consents, if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents , required by Section 14.11(b11.12(b) in connection with the prepayment repayment pursuant to this clause (db) shall have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by law, in whole or in part at any time and from time to time on the following terms and conditions: (a) the Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the amounts required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such LenderL▇▇▇▇▇’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.

Voluntary Prepayments. The Any Borrower shall have the right Party may, upon notice to Administrative Agent, at any time or from time to time voluntarily prepay the Loans, without premium or penalty except as provided by law, Loans in whole or in part at any time and from time to time on the following terms and conditionswithout premium or penalty; provided that: (a) the Borrower shall give the Facility Agent prior with respect to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such 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; and (b) with respect to any other Loan, such notice must be received by Administrative Agent not later than: (A) 11:00 a.m. (i) three (3) Business Days prior to any date of prepayment of any Loans accruing interest at the Eurocurrency Rate, Floating LIBOR Rate or the CP Rate; and (ii) five (5) Business Days prior to the date of prepayment of Loans denominated in Alternative Currencies; and (B) 11:00 a.m. (i) one (1) Business Days prior to any date of prepayment of any Loans accruing interest at the Base Rate; and (ii) 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 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 notice, and of the amount of its Lender Group’s Repayment Percentage of such prepayment. If such notice is given by a Borrower Party, such Borrower Party shall make such prepayment and the specific Borrowing or Borrowings pursuant to which made, which payment amount specified in such notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant due and payable on the date specified therein. With respect to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans Loan prepaid pursuant to this Section 4.01 on 3.05, all accrued interest thereon shall be paid in accordance with Section 3.02(b) and any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the additional amounts required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations 4 with respect thereto shall be promptly paid following receipt of an accurate and correct invoice for such amounts. Subject to this Agreement which have been approved by the Required LendersSection 2.15, the Borrower may, upon five Business Days’ written notice each such prepayment shall be applied to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to Principal Obligation held by each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fullits applicable Repayment Percentage.

Voluntary Prepayments. The Borrower shall have the right to prepay the LoansLoans in full or in part, which prepayments shall be applied, (i) in the event that any Loan has been converted to a term loan, to prepay any term loans in inverse order of their maturity and/or (ii) to the extent all term loans have been repaid or there are otherwise no term loans outstanding, pro-rata (except for such prepayments made pursuant to sub-clause (iv) below) to reduce Loans then outstanding, without premium or penalty except as provided by law, in whole or in part at any time and from time to time on time. Prepayments hereunder shall be subject to the following terms and conditions: (ai) the Borrower shall give the Facility Administrative Agent prior to 12:00 Noon (Frankfurt New York time) at its Notice Office at least 30 three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Loans, Loans and the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which madeprepayment, which notice the Facility Administrative Agent shall promptly transmit to each of the Lenders; (bii) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (ciii) at the time of any prepayment of Loans pursuant to this Section 4.01 3.02 on any date other than the last day of any the Interest Period applicable thereto or otherwise as set out in Section 2.10thereto, the Borrower shall pay the amounts required pursuant to Section 2.10;1.10; and (div) in the event of certain refusals by a Lender as provided in Section 14.11(b13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Administrative Agent at its Notice Office (which notice the Facility Administrative Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b13.12(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) I shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b13.12(b) in connection with the prepayment pursuant to this clause (div) have been obtained; and (e) each prepayment except that to the extent such Lender has been replaced by a Replacement Lender in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (daccordance with Section 13.12(b)(A), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment Total Commitment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fullreduced.

Voluntary Prepayments. (a) The applicable Borrower shall have Loans and, in such event, each such offer will be treated as a separate offer pursuant to the right to prepay the Loans, without premium or penalty except as provided by law, in whole or in part at any time and from time to time on to prepay any Borrowing, in whole or in part, upon at the following terms and conditions: of this Section 2.12(c)(ii)), (a3) the Borrower Specified Discount Prepayment Amount shall give be in an aggregate amount not less than $10,000,000 and whole increments of written or fax notice) in the Facility Agent case of Eurodollar Loans, or written or fax notice (or telephone notice $1,000,000 in excess thereof (or in such lower minimum amounts or multiples as agreed promptly confirmed by written or fax notice) at least one Business Day prior to 12:00 Noon the date of to by the Administrative Agent in its reasonable discretion) and (Frankfurt time4) at its Notice Office at least 30 Business Days’ prior written notice each such offer shall prepayment in the case of its intent to prepay such ABR Loans, to the amount of such prepayment and Administrative Agent before 12:00 noon, New York remain outstanding through the specific Borrowing or Borrowings pursuant to which madeSpecified Discount Prepayment Response Date. The City time; provided, which notice the Facility Agent shall promptly transmit to however, that each of the Lenders; (b) each partial prepayment shall be in an amount that is an integral Auction Manager will promptly provide each Appropriate Lender with a copy of such multiple of $1,000,000 and not less than $5,000,000 (or in such lower minimum amounts or Specified Discount Prepayment Notice and a form of the Specified Discount multiples as agreed to by the Administrative Agent in its reasonable discretion). All voluntary Specified Discount Prepayment Response prepayments, including all optional prepayments under this Section 2.12 shall be subject to Section completed and returned by each such Term Lender to the Auction Manager (or its 2.16, but otherwise without premium (except as set forth in Section 2.12(d)) or penalty. Any such delegate) by no later than 5:00 p.m., New York City time, on the third Business Day notice of prepayment pursuant to this Section 2.12(a) may state that it is conditioned upon the after the date of delivery of such notice to such Term Lenders (which date may be occurrence or non-occurrence of any event specified therein (including the effectiveness of other extended for a period not exceeding three (3) Business Days upon notice by the credit facilities), in which case such notice may be revoked by the applicable Borrower or the Borrower to, and with the co Specified Discount applicable Borrower may delay the date of prepayment identified therein to a later date reasonably Prepayment Response Date acceptable to the Administrative Agent (in each case by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or the satisfaction of (A) Each Term Lender receiving such offer shall notify the Auction such condition is delayed. Manager (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its applicable then (a) Voluntary prepayments of any Class of outstanding Loans shall be applied to such outstanding Term Loans at the Specified Discount and, if so (such accepting Term Classes of Loans as the Borrower may direct, or in the absence of direction, ratable among the Discount Prepayment Accepting Term Lender Classes, and thereafter to the remaining amortization payments under such Class, as the applicable at such offered discount. Borrower may direct, and in the absence of such direction, in direct order of maturity thereof. Each acceptance of a Discounted Term Loan Prepayment by a Discount Prepayment Accepting Term Lender shall be irrevocable. Any Term Lender whose (b) Notwithstanding anything in any Loan Document to the contrary, so long as no Specified Discount Prepayment Response is not received by the Auction Manager Specified Event of Default has occurred and is continuing or would result from such prepayment, by the Specified Discount Prepayment Response Date shall be deemed to have the Borrower may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be declined to accept the applicable Borrower Offer of Specified Discount automatically and permanently cancelled immediately upon such prepayment) on the following Prepayment. basis: (B) If there is at least one Discount Prepayment Accepting Term Lender, (i) The Borrower shall have the right to make a voluntary prepayment of the Borrower will make a prepayment of outstanding Term Loans pursuant to this Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount paragraph (ii) to each Discount Prepayment Accepting Term Lender on the Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Discounted Prepayment Effective Date in accordance with the respective S Discounted Term Loan Prepayment Section 2.12(c). 68 69 76797407_14 76797407_14 EU-DOCS\25892879.17 EU-DOCS\25892879.17 Specified Discount Prepayment Response given pursuant to subsection (B) above; of the Discount Range Prepayment Offer to be submitted by a responding Term Lender provided that, if the aggregate principal amount of Term Loans accepted for to the Auction Manager (or its delegate) by no later than 5:00 p.m., New York City time, prepayment by all Discount Prepayment Accepting Term Lenders exceeds the on the third Business Day after the date of delivery of such notice to such Term Lenders Specified Discount Prepayment Amount, such prepayment shall be made pro rata (which date may be extended for a period not exceeding three (3) Business Days upon among the Discount Prepayment Accepting Term Lenders in accordance with the Discount respective principal amounts accepted to be prepaid by each such Discount Range Prepayment Response Date Discount Range Prepayment Accepting Term Lender and the Auction Manager (in consultation with Prepayment Offer shall be irrevocable and shall specify a discount to par within the the Borrower and subject to rounding requirements of the Auction Manager made Submitted Discount Specified Discount allow prepayment of any or all of its then outstanding Term Loans of the applicable Proration Class or Classes and the maximum aggregate principal amount and Classes of such Term (3) Business Days following the Specified Discount Prepayment Response Date, Submitted Amount notify (1) prepaid at least $1,000,000 or such lesser the Submitted Discount. Any Term Lender whose Discount Range the Discounted Prepayment Effective Date and the aggregate principal amount of Prepayment Offer is not received by the Auction Manager by the Discount Range the Discounted Term Loan Prepayment and the Classes to be prepaid, (2) each Prepayment Response Date shall be deemed to have declined to accept a Borrowing which is outstandingDiscounted Term Lender of the Discounted Prepayment Effective Date, provided that no partial prepayment and the aggregate Term Loan Prepayment of any of its Term Loans made pursuant at any discount to any Borrowing shall reduce their par value within principal amount and the outstanding Classes of Term Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) be prepaid at the time Specified the Discount Range. Discount on such date and (3) each Discount Prepayment Accepting Term Lender of any prepayment the Specified Discount Proration, if any, and confirmation of the principal (A) The Auction Manager shall review all Discount Range Prepayment amount, Class and Type of Term Loans pursuant of such Term Lender to this Section 4.01 be prepaid at the Offers received on any date other than or before the last day applicable Discount Range Prepayment Response Specified Discount on such date. Each determination by the Auction Manager of any Interest Period applicable thereto or otherwise as set out Date and shall determine (in Section 2.10, consultation with the Borrower and subject to rounding the amounts stated in the foregoing notices to the Borrower and such Term Lenders requirements of the Auction Manager made in its sole reasonable discretion) the shall be conclusive and binding for all purposes absent manifest error. The payment Applicable Discount and Term Loans to be prepaid at such Applicable Discount in amount specified in such notice to the Borrower shall pay be due and payable by the amounts required pursuant accordance with this subsection (B). The Borrower agrees to Section 2.10; accept on the Borrower on the Discounted Prepayment Effective Date in accordance with Discount Range Prepayment Response Date all Discount Range Prepayment Offers subsection (div) below (subject to subsection (x) below). received by the Auction Manager within the Discount Range by the Discount Range Prepayment Response Date, in the event of certain refusals by a Lender as provided in Section 14.11(border from the Submitted Discount that is the (iii) (A) The Borrower may from time to consent time solicit Discount Range largest discount to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice par to the Facility Agent Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par notice in the form of a Discount Range Prepayment Notice; provided that (1) any such within the Discount Range (such Submitted Discount that is the smallest discount solicitation shall be extended, at its Notice Office (which notice the Facility Agent shall promptly transmit to each sole discretion of the Lenders)Borrower, prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such (x) each Term Applicable Discount Lender and/or (or owing to such y) each Term Lender with respect to each any Class of Term Loans on an which yields a Discounted Term Loan which gave rise Prepayment in an aggregate principal individual Class basis, (2) any such notice shall specify the maximum aggregate amount equal to the need lower of (1) the Discount Range Prepayment Amount and (2) Discount Range Prepayment the sum of all Submitted Amounts. Each Term Lender that has submitted a Amount Discount Range Prepayment Offer to obtain accept prepayment at a discount to par that is Discount Range larger than or equal to the Applicable Discount shall be deemed to have irrevocably amount of such Term Loans with respect to each relevant Class of Term Loans willing consented to prepayment of Term Loans equal to its Submitted Amount (subject to to be prepaid by the Borrower (it being understood that different Discount Ranges and/or any required proration pursuant to the following subsection (C)(3)) at the Discount Range Prepayment Amounts may be offered with respect to different Classes Participating Term Lender of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.12(c)(iii)), (3) the Discount Range Prepayment (B) If there is at least one Participating Term Lender’s individual consent, the Borrower will Amount shall be in an aggregate amount not less than $10,000,000 and whole prepay the respective outstanding Term Loans of each Participating Term Lender increments of $1,000,000 in excess thereof (or in such lower minimum amounts or on the Discounted Prepayment Effective Date in the aggregate principal amount multiples as agreed to by the Administrative Agent in its reasonable discretion) in accordance and (4) each such solicitation by the Borrower shall remain outstanding through the Discount Offer at the Applicable Discount; provided that if the Submitted Amount by all Range Prepayment Response Date. The Auction Manager will promptly provide each Participating Term Lenders offered at a discount to par greater than the Applicable Appropriate Lender with said Section 14.11(b) so long as a copy of such Discount Range Prepayment Notice and a form Discount exceeds the Discount Range Prepayment Amount, prepayment of the 70 71 76797407_14 76797407_14 EU-DOCS\25892879.17 EU-DOCS\25892879.17 (A) The Auction Manager shall promptly provide the Commitment Borrower with a Discount, and the aggregate principal amount and Classes of Term Loans to be copy of all Solicited Discounted Prepayment Offers received on or before the prepaid at the Applicable Discount on such Lender date, (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d3), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.

Voluntary Prepayments. The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay the Loans, without premium or penalty except as provided by law, Committed Loans in whole or in part at 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 Administrative Agent not later than 12:00 p.m. (A) three Business Days prior to any time date of prepayment of EurodollarSOFR Rate Committed Loans and from time to time (B) on the following terms date of prepayment of Base Rate Committed Loans; (ii) any prepayment of EurodollarSOFR Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and conditions: (aiii) the Borrower any prepayment of Base Rate Committed Loans shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice be in a principal amount of its intent to prepay such Loans$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 specific Borrowing or Borrowings pursuant Type(s) of Committed Loans to which madebe prepaid and, which notice if EurodollarSOFR Rate Committed Loans are to be prepaid, the Facility Interest Period(s) of such Committed Loans. The Administrative Agent shall will promptly transmit to notify each Lender of its receipt of each such notice, and of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount Lender’s Applicable Percentage of a Borrowing which such prepayment. If such notice is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce given by the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10Borrower, the Borrower shall pay make such prepayment and the payment amount specified in such notice shall be due and payable on the date 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 notice, such notice may be rescinded, or the date of repayment specified therein may be extended, upon further notice from the Borrower to the Administrative Agent. Any prepayment of a EurodollarSOFR Rate Committed Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in 3.05. Subject to Section 14.11(b) to consent to certain proposed changes2.14, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice each such prepayment shall be applied to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each Committed Loans of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) Lenders in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fulltheir respective Applicable Percentages.

Voluntary Prepayments. The Borrower shall have the right to prepay all or any part of the Loans, without premium or penalty except as provided by law, in whole or in part outstanding principal balance under the Loans at any time in integral multiples of $1,000,000 (or the entire outstanding balance, if less) and from time subject to time a $5,000,000 minimum prepayment on Term SOFR Rate Loans, and Base Rate Loans and Quoted Rate Loans (or the following terms and conditions: entire outstanding balance, if less), on any Business Day; provided that (a) the Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the amounts required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in prepayment of any Term SOFR Rate Loan, whether voluntary (including payments pursuant to Section 14.11(b2.9 hereof) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the on account of acceleration (i) Borrower may, upon five must provide three (3) U.S. Government Securities Business Days’ written notice to the Facility Administrative Agent at its Notice Office (which notice the Facility Agent shall promptly transmit prior to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commissionmaking such voluntary prepayment, and other amounts owing (ii) Borrower must, at the time of making such prepayment, pay all accrued but unpaid interest and all Funding Losses applicable to such Lender prepayment, and (b) in the event of prepayment of any Quoted Rate Loan, whether voluntary (including payments pursuant to Section 2.9 hereof) or owing on account of acceleration (i) Borrower must provide three (3) Business Days’ notice to the Administrative Agent prior to making such voluntary 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 Lender with respect prepayment and (c) in the event of prepayment of any Base Rate Loan, whether voluntary (including payments pursuant to each Loan which gave rise Section 2.9 hereof) or on account of acceleration (i) Borrower must provide one (1) Business Days’ notice to the need Administrative Agent prior to obtain making such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) voluntary prepayment, and (Bii) Borrower must, at the consents required by Section 14.11(b) in connection with time of making such prepayment, pay all accrued but unpaid interest applicable to such prepayment. During the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect Revolving Availability Period, principal amounts of any Loans made pursuant to a Borrowing shall RevolvingTerm Revolver Loan prepaid may be applied (x) in inverse order reborrowed under the terms and conditions of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fullCredit Agreement.

Voluntary Prepayments. The Any Borrower shall have the right Party may, upon notice to Administrative Agent, at any time or from time to time voluntarily prepay the Loans, without premium or penalty except as provided by law, Loans in whole or in part at any time and from time to time on the following terms and conditionswithout premium or penalty; provided that: (a) the Borrower shall give the Facility Agent prior with respect to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such 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; and (b) with respect to any other Loan, such notice must be received by Administrative Agent not later than: (A) 11:00 a.m. (i) three (3) Business Days prior to any date of prepayment of any Loans accruing interest at the Eurocurrency Rate, Floating LIBOR Rate or the CP Rate; and (ii) five (5) Business Days prior to the date of prepayment of Loans denominated in Alternative Currencies; and (B) 11:00 a.m. (i) one (1) Business Days prior to any date of prepayment of any Loans accruing interest at the Base Rate; and (ii) 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 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 notice, and of the amount of its Lender Group’s Repayment Percentage of such prepayment. If such notice is given by a Borrower Party, such Borrower Party shall make such prepayment and the specific Borrowing or Borrowings pursuant to which made, which payment amount specified in such notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant due and payable on the date specified therein. With respect to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans Loan prepaid pursuant to this Section 4.01 on 3.05, all accrued interest thereon shall be paid in accordance with Section 3.02(b) and any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the additional amounts required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations 4 with respect thereto shall be promptly paid following receipt of an accurate and correct invoice for such amounts. Subject to this Agreement which have been approved by the Required LendersSection 2.15, the Borrower may, upon five Business Days’ written notice each such prepayment shall be applied to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to Principal Obligations held by each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fullits applicable Repayment Percentage.

Voluntary Prepayments. The Borrower shall have Borrowers may, upon written notice to the right Administrative Agent, at any time or from time to time voluntarily prepay the Loans, without premium or penalty except as provided by law, Loans in whole or in part at without premium or penalty on any time Business Day; provided that: (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of any Portion of Loans that are LIBOR Rate Loans or CP Rate Loans denominated in Dollars, (B) four (4) Business Days prior to any date of prepayment of any Portion of Loans that are CDOR Rate Loans, LIBOR Rate Loans or CP Rate Loans denominated in an Alternative Currency, (C) one (1) Business Day prior to any date of prepayment of any Portion of Loans that are Reference Rate Loans and from time (D) two (2) Business Days prior to time any date of prepayment of any Portion of Loans that are CP Rate Loans other than on the following terms maturity date of the related Commercial Paper (or other financing source) funding such Portion of Loans; and conditions: (aii) any prepayment of Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof (or the Borrower Dollar Equivalent thereof) or, if less, the entire principal amount thereof then outstanding. Each such notice shall give specify the Facility date (which shall be a Business Day) and amount of such prepayment. The Administrative Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice will promptly notify each Managing Agent of its intent to prepay receipt of each such Loansnotice, and of the amount of its Lender Group’s Lender Group Percentage of such prepayment. If such written notice is given by the Borrowers, the Borrowers shall make such prepayment and the specific Borrowing or Borrowings pursuant to which made, which payment amount specified in such notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount due and payable on the date specified therein. Any prepayment of a Borrowing which is outstandingLoan shall be accompanied by all accrued interest thereon, provided that no partial prepayment of Loans made pursuant to together with any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the additional amounts required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice 4. Each such prepayment shall be applied to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to Obligations held by each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) Group in accordance with said Section 14.11(b) so long as (A) the Commitment of such its respective Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fullGroup Percentage.

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans(a) Company may, without premium or penalty except at its option, upon notice as provided by lawbelow, in whole or in part prepay at any time and from time to time all of the Loans, or prepay on any Quarterly Payment Date any part of the Loans, at 100% of the principal amount so prepaid plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount, provided that any partial payment on the following terms and conditions: (a) Loans must not be less than $2,500,000 in the Borrower shall aggregate. Company will give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior each Lender written notice of its intent each optional prepayment under this Section 2.12 not less than 10 days and not more than 90 days prior to prepay the date fixed for such prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Loans to be prepaid on such date, and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of an executive officer of Company as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, Company shall deliver to each Lender a certificate of an executive officer of Company specifying the Company’s calculation of such Make-Whole Amount as of the specified prepayment date. In the case of each partial prepayment of the Loans, the principal amount of such prepayment and the specific Borrowing or Borrowings pursuant Loans to which made, which notice the Facility Agent be prepaid shall promptly transmit to each be allocated among all of the Lenders;Loans at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment. An illustration of the computation of the Make-Whole Amount is reflected in Schedule 2.12. (b) each The provisions of Section 2.12(a) shall not apply to any scheduled principal payment under Section 2.11 or to any principal prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made with Collateral insurance proceeds pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000;mandatory prepayment provision hereof or any Security Document. (c) at In the time case of any each prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.102.12, the Borrower principal amount of each Loan to be prepaid shall mature and become due and payable on the date fixed for such prepayment (which shall be a Business Day), together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless Company shall fail to pay such principal amount when so due and payable, together with the amounts required pursuant interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to Section 2.10;accrue. (d) Any principal prepaid pursuant to Section 2.12(a), (c) or (f) hereof shall be in addition to, and not in lieu of, all payments otherwise required to be paid under the event Transaction Documents at the time of certain refusals by a Lender as provided such prepayment. Any such prepayments hereof shall be applied first, to any Make-Whole Amount payable under Section 2.12(a), second, to accrued but unpaid interest on the Loans, and third, to outstanding principal on the Loans until paid in Section 14.11(b) to consent to certain proposed changesfull. No prepayment on the Loans shall, waivers, discharges or terminations with respect to this Agreement which until the Loans have been approved by paid in full, have the Required Lenders, effect of reducing the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (mandatory prepayments required under Section 2.121 or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and2.13. (e) each prepayment in respect of In determining any Loans made pursuant to a Borrowing Make-Whole Amount, the following terms shall be applied (x) in inverse order of maturity and (y) except as expressly provided in have the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.following meanings:

Voluntary Prepayments. (a) The Borrower shall have District will not make, and none of the right Trustee, MBIA or the Bank will accept or receive, any payment or benefit in cash, by setoff or otherwise, directly or indirectly, on account of principal, interest or any other amounts arising as a result of the voluntary prepayment by the District of any or all of the 1998 Certificates, the 2009A Certificates or any future Parity Obligations; provided, however, that the District may make (i) and the Trustee and MBIA may receive, a voluntary prepayment on account of principal, interest or other amounts arising under the 1998 Certificates or any other Parity Obligations with the prior written consent of the Bank, which consent may be granted in the Bank’s sole and absolute discretion, (ii) and the Trustee and the Bank may receive, a voluntary prepayment on account of principal, interest or other amounts arising under the 2009 Certificates or any other Parity Obligations with the prior written consent of MBIA, which consent may be granted in MBIA’s sole and absolute discretion and (iii) and the Trustee, MBIA, the Bank or the holder of any Parity Obligations, as applicable, may receive a voluntary prepayment on account of principal, interest or other amounts arising under the 1998 Certificates, the 2009 Certificates or any other Parity Obligations without the consent of MBIA or the Bank, if after giving effect to prepay any such voluntary prepayment, the LoansDistrict has an Unrestricted and Undesignated Cash and Investments to Debt Ratio of not less than 0.20 to 1.00. Notwithstanding anything to the contrary contained in this Section 7(a), without premium the District may refund in their entirety, but not in part, the 1998 Certificates, the 2009 Certificates or penalty except as provided by law, in whole or in part any other Parity Obligations at any time and from time proceeds of Parity Obligations or subordinate debt. Prior to time on the following terms and conditions: (a) the Borrower shall give the Facility Agent prior District making any voluntary prepayment pursuant to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such LoansSection 7(a)(iii), the amount of such prepayment District shall deliver an officer’s certificate to the Trustee, MBIA and the specific Borrowing or Borrowings pursuant to which made, which notice Bank detailing pro forma compliance with the Facility Agent shall promptly transmit to each of the Lenders;Unrestricted and Undesignated Cash and Investments Ratio set forth in this Section 7(a). (b) each prepayment If any such payment is made in violation of this Agreement, then the Trustee, MBIA or the Bank, as applicable, shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant promptly return the same to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the amounts required pursuant to Section 2.10; (d) District in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fullform received.

Voluntary Prepayments. The Borrower shall have the right to prepay prepay, at any time, the Loans, without premium or penalty except as provided by lawlaw and Section 2.09, in whole or in part at any time and from time to time on the following terms and conditions: (a) the Borrower shall give the Facility Agent Agent, prior to 12:00 Noon (Frankfurt New York time) at its Notice Office Office, at least 30 three Business Days’ (or such shorter period as the lenders may agree) prior written notice (including e-mail notice or telephonic notice promptly confirmed in writing) of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which such Loans were made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each partial prepayment of Loans pursuant to this Section 4.01 shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 which occurs on any date other than the last day of any the Interest Period applicable thereto or otherwise as set out in Section 2.10thereto, the Borrower shall pay the amounts required pursuant to Section 2.102.09; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b11.13(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, interest and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b11.13(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b11.13(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and; (e) except as expressly provided in the preceding clause (d), each prepayment pursuant to this Section 4.01 in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that that, at the Borrower’s election, in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full; and (f) each prepayment of principal of Loans pursuant to this Section 4.01 shall be applied to reduce the then remaining Scheduled Repayments in accordance with Section 4.02(f).

Voluntary Prepayments. The Borrower shall have Borrowers may, at their option (subject to the right to applicable requirements of this Section 2.03), prepay the outstanding principal balance of the Loans (or either of the Loans, without premium or penalty except as provided by law), in whole or in part at any time and from time to time part, on the following terms and conditions: (ai) such prepayment must occur on a Business Day and must be in a minimum amount of the lesser of (i) $1,000,000 and (ii) the Borrower outstanding principal balance of the applicable Loan; (ii) such prepayment shall give be accompanied by (A) all interest accrued to the Facility Agent date of such prepayment on the portion of the principal amount being prepaid, (B) if such prepayment occurs on or prior to 12:00 Noon a Yield Maintenance Termination Date, the applicable Amended and Restated Credit Agreement dated as of July 29, 2025, by and among Borrowers, CBL Outparcel HoldCo, LLC, CBL & Associates HoldCo II, LLC, CBL & Associates Limited Partnership, CLMG Corp., as Administrative Agent, ▇▇▇▇ Bank USA, as Initial Lender, and the other Lenders party hereto, as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of March 27, 2026 Yield Maintenance Amount, if any, with respect to such principal amount being prepaid, and (Frankfurt timeC) at its Notice Office at least 30 Business Days’ prior any other amounts then due and payable under this Agreement with respect to the applicable Loan, including any amounts payable pursuant to Article III and Section 10.04; and (iii) Borrowers shall deliver to Administrative Agent a written notice not less than five (5) Business Days and not more than forty-five (45) days prior to the date proposed for such prepayment. Each such notice shall specify (A) the Business Day on which such prepayment will be made and (B) if such prepayment is not made with respect to a Disposition or a New Project Refinancing, whether it is a prepayment of the Existing Loan or the New Loan, and (C) the aggregate unpaid principal balance of the applicable Loan to be prepaid. Following its intent to prepay receipt of such Loansnotice, Administrative Agent will calculate all interest that will be accrued through the amount date of such prepayment and the specific Borrowing or Borrowings pursuant Yield Maintenance Amount, if any, to which madebe paid on the date of such prepayment, which and any other out-of-pocket fees and expenses incurred by Administrative Agent in connection with such prepayment and will notify Borrowers of such amounts. Upon the giving of such notice by Borrowers, the Facility Agent principal to be prepaid as described therein shall promptly transmit become due and payable, along with the applicable interest, Yield Maintenance Amount, if any, and the other amounts due in connection therewith to each the extent specified in the preceding sentence, on the date for such prepayment specified in such notice. Each such prepayment of the Lenders; (b) each any Loan and other amounts payable in connection with such prepayment shall be allocated among all Lenders in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the amounts required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice proportion to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts applicable Obligations owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fullthem.

Voluntary Prepayments. The Borrower Reductions in Revolving Loan Commitments. So long as no Event of Default shall have the right to prepay the Loansoccurred and be continuing, without premium or penalty except as provided by law, in whole or in part Borrowers may at any time and from time to time on the following terms and conditions: (a) the Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ five (5) days' prior written notice of its intent by Borrower Representative to Administrative Agent (i) voluntarily prepay such Loans, the amount of such prepayment and the specific Borrowing all or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each part of the Lenders; Term Loan A, (bii) each prepayment voluntarily prepay all or part of the Term Loan B and/or (iii) permanently reduce (but not terminate) the Revolving Loan Commitment; provided that (A) any such prepayments or reductions shall be in an aggregate principal a minimum amount of at least $1,000,000 or 5,000,000 and integral multiples of $250,000 in excess of such lesser amount of a Borrowing which is outstandingamount, provided that no partial prepayment of Loans made pursuant to any Borrowing (B) the Revolving Loan Commitment shall reduce the outstanding Loans made pursuant to such Borrowing not be reduced to an amount less than $1,000,000; 75,000,000, (cC) after giving pro forma effect to such reductions, Borrowers shall have Borrowing Availability (less any Reserves imposed by the Administrative Agent in its reasonable credit judgment and less the Carve-Out Reserve) in an amount not less than $20,000,000, and (D) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i). In addition, Borrowers may at any time on at least ten (10) days' prior written notice by Borrower Representative to Administrative Agent terminate the time 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 any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto Credit Obligations shall be cash collateralized or otherwise as set out in Section 2.10, the Borrower shall pay the amounts required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) satisfied in accordance with said Section 14.11(b) so long as (A) Annex B hereto. Any voluntary prepayment and any reduction or termination of the Revolving Loan Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall must be deemed modified to reflect the changed Commitments) and (B) the consents required accompanied by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect payment of any Loans made pursuant LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such 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 its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided that a Borrowing permanent reduction of the Revolving Loan Commitment shall be applied (x) in inverse order of maturity and (y) except as expressly provided not require a corresponding pro rata reduction in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fullL/C Sublimit.

Voluntary Prepayments. The (i) Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by law, in whole or in part may at any time and from time to time on the following terms and conditions: (a) the Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 three (3) Business Days’ prior written notice of its intent to the Administrative Agent, voluntarily prepay the Loan; provided that (x) any such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal a minimum amount of at least $1,000,000 or such lesser 5,000,000 (or, if less, the entire remaining amount of a Borrowing which is the Loan then outstanding); (y) any such prepayment shall be applied pursuant to Section 1.3; and (z) any such prepayment shall be accompanied by all accrued interest thereon together with the Prepayment Fee, provided that no partial if any, payable upon such prepayment and any additional amounts payable pursuant to Section 1.13. Each prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans Loan pursuant to this Section 4.01 on 1.2(a)(i) shall be paid to the Lenders in accordance with their respective Pro Rata Shares. (ii) Notwithstanding anything to the contrary in Section 1.2(a)(i) above and without limiting the Borrower’s obligations under Section 1.11, in the event that the Borrower receives notice from any date other than the last day Lender of any Interest Period applicable thereto or otherwise as set out in amounts that the Borrower is required to pay to such Lender pursuant to Section 2.101.11(b)(iii), the Borrower and such Lender shall pay negotiate in good faith in order to arrive at a mutually acceptable alternative means of restructuring the amounts required pursuant Pro Rata Share of the Loan held by such Lender in order to Section 2.10; (d) mitigate, minimize or eliminate such costs in the future. In the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, that the Borrower mayand such Lender are not able to agree, within thirty (30) days following the date of the notice to the Borrower of amounts due under Section 1.11(b)(iii), on an alternative means of restructuring the Pro Rata Share of the Loan held by such Lender, then the Borrower shall have the right, exercisable upon five not less than ten (10) Business Days’ written prior notice to the Facility Agent at its Notice Office applicable Lender (which notice with a copy to the Facility Agent shall promptly transmit Administrative Agent), to each (A) prepay in full (but not in part) the Pro Rata Share of the Lenders), prepay all LoansLoan held by such Lender, together with accrued interest thereon and unpaid interest, Commitment Commission, and other any amounts owing due to such Lender pursuant to Section 1.11(b)(iii), or otherwise under the Loan Documents or (or owing to B) replace such Lender with respect pursuant to each Loan which gave rise Section 1.15. Any prepayment by the Borrower pursuant to the need to obtain such Lender’s individual consent) in accordance with said this Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a1.2(a)(ii)(A) shall be deemed modified made by the Borrower directly to reflect the changed Commitments) account of the applicable Lender, and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided above in the preceding clause (dthis Section 1.2(a)(ii), pro rata among no prepayment by the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans Borrower pursuant to this Section 4.011.2(a)(ii)(A) shall have any effect on the Borrower’s obligations with respect to the remaining outstanding balance of the Loan to any of the other Lenders hereunder. For the avoidance of doubt, such prepayment shall not be applied subject to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid the Prepayment Fee, and may be in fullan amount less than $5,000,000. The Loan, if prepaid, may not be reborrowed.

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by law, in whole or in part at any time and from time to time on the following terms and conditions: (ai) the Borrower shall give the Facility Administrative Agent prior to 12:00 Noon (Frankfurt New York time) at its Notice Office at least 30 three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Administrative Agent shall promptly transmit to each of the Lenders; (bii) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (ciii) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any the Interest Period applicable thereto or otherwise as set out in Section 2.10thereto, the Borrower shall pay the amounts required pursuant to Section 2.101.10; (div) in the event of certain refusals by a Lender as provided in Section 14.11(b13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Administrative Agent at its Notice Office (which notice the Facility Administrative Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b13.12(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) I shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b13.12(b) in connection with the prepayment pursuant to this clause (div) have been obtained; and (ev) except as expressly provided in the preceding clause (iv), each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.

Voluntary Prepayments. The Borrower shall have may, upon notice to the right Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay the Loans, without premium or penalty except as provided by law, Loans in whole or in part at without premium or penalty (other than any time prepayment premium required to be paid pursuant to Section 2.05(c)(ii)); provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and from time to time (2) on the following terms date of prepayment of Base Rate Loans; (B) any 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; and conditions: (aC) the Borrower any prepayment of Base Rate Loans shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice be in a principal amount of its intent to prepay such Loans$500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the specific Borrowing or Borrowings pursuant Type(s) of Loans to which madebe prepaid and, which notice if Eurodollar Rate Loans are to be prepaid, the Facility Interest Period(s) of such Loans. The Administrative Agent shall will promptly transmit to notify each Lender of its receipt of each such notice, and of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount Lender’s ratable portion of a Borrowing which such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is outstandinggiven by the Borrower, provided that no partial prepayment of Loans made pursuant subject to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day sentence of any Interest Period applicable thereto or otherwise as set out in Section 2.10this subsection, the Borrower shall pay make such prepayment and the amounts payment amount specified in such notice shall be due and payable on the date specified therein, or the Borrower shall compensate the Lenders to the extent required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lendersterms of Section 3.05. Each such optional prepayment shall be applied as among the Loans (and to the installments thereof, if any) at the direction of the Borrower (but applied ratably within each chosen Facility in accordance with respective Applicable Percentages of the Lenders of that Facility). A notice of a voluntary prepayment under this Section may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or the consummation of another transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to 11:00 a.m. on the specified effective date) if such condition is not satisfied; provided that upon such revocation, the Borrower may, shall compensate the Lenders for any actions the Lenders have taken in reliance upon five Business Days’ written such notice of voluntary prepayment to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents extent required by the terms of Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full3.05.

Voluntary Prepayments. The (a) Upon 45 days prior written notice to the Lenders, Borrower shall have may prepay at least $50,000,000 of the right to prepay principal amount of the Loans, Loans without premium or penalty except as provided by law, in whole or in part at any time if the Daily VWAP for the 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 from time to time unpaid interest (including Permitted Accrued Interest) and Fees on the following terms and conditions: (a) the Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount to be prepaid to but excluding the date of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans payment. All prepayments pursuant to this Section 4.01 on 2.08 shall be subject to Section 2.11. In order to exercise any date other than such election to prepay all or a portion of the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10Loans, the Borrower 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 pursuant 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, the Borrower’s notice of prepayment shall pay be deemed to have been withdrawn. The Required Lenders at their sole discretion, and without regard to whether the amounts underwriter is able to obtain the Required Conversion Price, may notify the Borrower within five (5) 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 2.10; (d) in the event of certain refusals by a Lender as 5.15; provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice that no prepayment shall be made prior to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each termination of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to required waiting period under the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fullHSR Act.

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by law, in whole or in part at any time and from time to time on the following terms and conditions: (ai) the Borrower shall give the Facility Administrative Agent prior to 12:00 Noon (Frankfurt New York time) at its Notice Office at least 30 three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Administrative Agent shall promptly transmit to each of the Lenders; (bii) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (ciii) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any the Interest Period applicable thereto or otherwise as set out in Section 2.10thereto, the Borrower shall pay the amounts required pursuant to Section 2.101.10; (div) in the event of certain refusals by a Lender as provided in Section 14.11(b13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Administrative Agent at its Notice Office (which notice the Facility Administrative Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b13.12(b) so long as (A) the Revolving Loan Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) I shall be deemed modified to reflect the changed Revolving Loan Commitments) and (B) the consents required by Section 14.11(b13.12(b) in connection with the prepayment pursuant to this clause (div) have been obtained; and (ev) except as expressly provided in the preceding clause (iv), each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Revolving Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Lender until all other Revolving Loans of Non-Defaulting Lenders have been repaid in full. Each prepayment of principal of Term Loans pursuant to this Section 4.01 shall be applied to reduce the then remaining Scheduled Repayments of Term Loans pro rata based upon the then remaining principal amounts of the Scheduled Repayments of Term Loans after giving effect to all prior reductions thereto.

Voluntary Prepayments. The Borrower shall have the right to prepay the LoansLoans in a pro rata manner, without premium or penalty except as provided by law, in whole or in part at any time and from time to time on the following terms and conditions: (ai) the Borrower shall give the Facility Administrative Agent prior to 12:00 Noon (Frankfurt New York time) at its Notice Office at least 30 two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Administrative Agent shall promptly transmit to each of the Lenders; (bii) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstandingUS$10,000,000, provided that no partial prepayment of Loans made pursuant to any Borrowing under this Section 4.01 shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000US$10,000,000; (ciii) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any the Interest Period applicable thereto or otherwise as set out in Section 2.10thereto, the Borrower shall pay the amounts required pursuant to Section 2.101.10; (div) in the event of certain refusals by a Lender as provided in Section 14.11(b15.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Administrative Agent at its Notice Office (which notice the Facility Administrative Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b15.12(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) I shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b15.12(b) in connection with the prepayment pursuant to this clause (div) have been obtained; and (ev) except as expressly provided in the preceding clause (iv), each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata prorata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.

Voluntary Prepayments. The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay the Loans, without premium or penalty except as provided by law, Committed Loans in whole or in part at 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 Administrative Agent not later than 12:00 p.m. (A) three Business Days prior to any time date of prepayment of Eurodollar Rate Committed Loans and from time to time (B) on the following terms date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and conditions: (aiii) the Borrower any prepayment of Base Rate Committed Loans shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice be in a principal amount of its intent to prepay such Loans$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 specific Borrowing or Borrowings pursuant Type(s) of Committed Loans to which madebe prepaid and, which notice if Eurodollar Rate Committed Loans are to be prepaid, the Facility Interest Period(s) of such Committed Loans. The Administrative Agent shall will promptly transmit to notify each Lender of its receipt of each such notice, and of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount Lender’s Applicable Percentage of a Borrowing which such prepayment. If such notice is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce given by the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10Borrower, the Borrower shall pay make such prepayment and the payment amount specified in such notice shall be due and payable on the date 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 notice, such notice may be rescinded, or the date of repayment specified therein may be extended, upon further notice from the Borrower to the Administrative Agent. Any prepayment of a Eurodollar Rate Committed Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in 3.05. Subject to Section 14.11(b) to consent to certain proposed changes2.14, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice each such prepayment shall be applied to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each Committed Loans of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) Lenders in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fulltheir respective Applicable Percentages.

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by law, in whole or in part at any time and from time to time on the following terms and conditions: (ai) the Borrower shall give the Facility Administrative Agent prior to 12:00 Noon (Frankfurt New York time) at its Notice Office at least 30 three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Administrative Agent shall promptly transmit to each of the Lenders; (bii) each prepayment shall be in an aggregate principal amount of at least $1,000,000 5,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing under this Section 4.01 shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,0005,000,000; (ciii) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any the Interest Period applicable thereto or otherwise as set out in Section 2.10thereto, the Borrower shall pay the amounts required pursuant to Section 2.101.10; (div) in the event of certain refusals by a Lender as provided in Section 14.11(b13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ ' written notice to the Facility Administrative Agent at its Notice Office (which notice the Facility Administrative Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b13.12(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) I shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b13.12(b) in connection with the prepayment pursuant to this clause (div) have been obtained; and (ev) except as expressly provided in the preceding clause (iv), each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by law, in whole or in part at any time and from time to time on the following terms and conditions: (ai) the Borrower shall give the Facility Administrative Agent prior to 12:00 Noon (Frankfurt New York time) at its Notice Office at least 30 three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Administrative Agent shall promptly transmit to each of the Lenders; (bii) each prepayment shall be in an aggregate principal amount of at least $1,000,000 5,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,0005,000,000; (ciii) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any the Interest Period applicable thereto or otherwise as set out in Section 2.10thereto, the Borrower shall pay the amounts required pursuant to Section 2.101.10; (div) in the event of certain refusals by a Lender as provided in Section 14.11(b13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Administrative Agent at its Notice Office (which notice the Facility Administrative Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b13.12(b) so long as prior to the Commitment Termination Date (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) I shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b13.12(b) in connection with the prepayment pursuant to this clause (div) have been obtained; and; (ev) except as expressly provided in the preceding clause (iv), each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any ; and (vi) each prepayment of principal of Loans pursuant to this Section 4.01, such prepayment 4.01 shall not be applied to any Loan reduce the then remaining Scheduled Repayments of a Defaulting Lender until Loans pro rata based upon the then remaining principal amounts of the Scheduled Repayments of Loans after giving effect to all other Loans of Non-Defaulting Lenders have been repaid in fullprior reductions thereto.

Voluntary Prepayments. The Borrower shall have the right to prepay the Term Loans, without premium or penalty except (other than as provided by lawin Section 4.1(a) with respect to the Initial Term Loans or as otherwise provided with respect to Term Loans incurred after the Closing Date and amounts, if any, required to be paid pursuant to Section 2.11 with respect to prepayments of LIBOR Loans made on any date other than the last day of the applicable Interest Period), in whole or in part at any time and part, from time to time on the following terms and conditions: : (a) the Borrower shall give the Facility Administrative Agent prior to 12:00 Noon (Frankfurt time) at its Notice the Administrative Agent’s Office at least 30 Business Days’ prior revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay make such Loansprepayment, the amount of such prepayment and and, in the case of LIBOR Loans, the specific Borrowing or Borrowings Borrowing(s) pursuant to which made, which notice shall be given by the Facility Borrower no later than 1:00 p.m. (x) one Business Day prior to (in the case of ABR Loans) or (y) three Business Days prior to (in the case of LIBOR Loans) such prepayment and shall be promptly transmitted by the Administrative Agent shall promptly transmit to each of the Lenders; Lender, (b) each partial prepayment of (i) any LIBOR Loans shall be in an aggregate principal a minimum amount of at least $5,000,000 and in multiples of $1,000,000 or such lesser in excess thereof and (ii) any ABR Loans shall be in a minimum amount of a Borrowing which is outstanding, $1,000,000 and in multiples of $100,000 in excess thereof; provided that no partial prepayment of LIBOR Loans made pursuant to any a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than $1,000,000; the Minimum Borrowing Amount for LIBOR Loans and (c) at the time of any prepayment of LIBOR Loans pursuant to this Section 4.01 5.1 on any date other than day prior to the last day of any an Interest Period applicable thereto or otherwise as set out in Section 2.10, shall be subject to compliance by the Borrower shall pay the amounts required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each applicable provisions of Section 2.11. Each prepayment in respect of any Term Loans made pursuant to a Borrowing this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans in such manner as the Borrower may determine, (xb) applied to reduce Repayment Amounts in inverse such order as the Borrower may determine and (c) applied to reduce the Type of Term Loans in the applicable Class 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 Repayment Amounts or prepayments of Term Loans as between Classes of Term Loans, the Borrower shall be deemed to have elected that such prepayment be applied to reduce the Repayment Amounts in direct order of maturity and (y) except as expressly provided on a pro rata basis with 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. If the Borrower does not specify the Type of Term Loans in the preceding clause (d)applicable Class, pro rata among the Loans comprising Administrative Agent may make such Borrowingdesignation in its reasonable discretion with a view, provided that but no obligation, to minimize breakage costs owing under Section 2.11. At the Borrower’s election in connection with any prepayment of Loans pursuant to this Section 4.015.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fullLender.

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by lawlaw and Section 2.10, in whole or in part at any time and from time to time on the following terms and conditions: (ai) the Borrower shall give the Facility Administrative Agent prior to 12:00 Noon (Frankfurt New York time) at its Notice Office at least 30 three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Administrative Agent shall promptly transmit to each of the Lenders; (bii) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (ciii) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any the Interest Period applicable thereto or otherwise as set out in Section 2.10thereto, the Borrower shall pay the amounts required pursuant to Section 2.10; (div) in the event of certain refusals by a Lender as provided in Section 14.11(b11.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Administrative Agent at its Notice Office (which notice the Facility Administrative Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, interest and other amounts owing to such Lender (or owing to such Lender with respect to each the Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b11.12(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) I shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b11.12(b) in connection with the prepayment pursuant to this clause (div) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (yv) except as expressly provided in the preceding clause (div), each prepayment in respect of the Loans shall be applied pro rata among the Loans comprising such Borrowing, Loans; provided that in connection with any prepayment of the Loans pursuant to this Section 4.01, such prepayment shall not be applied to any participation in the Loan of a Defaulting Lender until all other participations in the Loans of Non-Defaulting Lenders have been repaid in full.

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by lawlaw and Section 2.10, in whole or in part at any time and from time to time on the following terms and conditions: (ai) the Borrower shall give the Facility Administrative Agent prior to 12:00 Noon (Frankfurt New York time) at its Notice Office at least 30 three Business Days’ prior written notice (including e-mail notice or telephonic notice promptly confirmed in writing) of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Administrative Agent shall promptly transmit to each of the Lenders; (bii) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (ciii) at the time of any prepayment of Loans pursuant to this Section 4.01 5.01 on any date other than the last day of any the Interest Period applicable thereto or otherwise as set out in Section 2.10thereto, the Borrower shall pay the amounts required pursuant to Section 2.10; (div) in the event of certain refusals by a Lender as provided in Section 14.11(b13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Administrative Agent at its Notice Office (which notice the Facility Administrative Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b13.12(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) I shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b13.12(b) in connection with the prepayment pursuant to this clause (div) have been obtained; and (ev) except as expressly provided in the preceding clause (iv), each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.015.01, at the Borrower’s election, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by law, in whole or in part at any time and from time to time on the following terms and conditions: (a) the Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the amounts required pursuant to Section 2.10[intentionally omitted]; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.

Voluntary Prepayments. The Borrower Borrowers shall have the right to prepay the Loans, without premium or penalty except as provided by law, in whole or in part at any time and from time to time on the following terms and conditions: (ai) the Borrower Borrowers shall give the Facility Administrative Agent prior to 12:00 Noon (Frankfurt New York time) at its Notice Office at least 30 four Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Administrative Agent shall promptly transmit to each of the Lenders; (bii) each prepayment of Revolving Loans shall be in an integral multiple of $1,000,000 (taking the Dollar Equivalent thereof of any amounts to be prepaid in an Alternate Currency) and in an aggregate principal amount of at least $1,000,000 10,000,000 (taking the Dollar Equivalent thereof of amounts to be prepaid in an Alternate Currency) or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,00010,000,000; (ciii) each prepayment of Swingline Loans shall be in an integral multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000 or such other amount as is agreeable to the Swingline Lender or such lesser amount of a Borrowing which is outstanding; (iv) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any the Interest Period applicable thereto or otherwise as set out in Section 2.10thereto, the Borrower Borrowers shall pay the amounts required pursuant to Section 2.101.10; (dv) in the event of certain refusals by a Lender as provided in Section 14.11(b13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower Borrowers may, upon five Business Days’ written notice to the Facility Administrative Agent at its Notice Office (which notice the Facility Administrative Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b13.12(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) I shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b13.12(b) in connection with the prepayment pursuant to this clause (dv) have been obtained; and (evi) except as expressly provided in the preceding clause (v), each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.

Voluntary Prepayments. The Borrowers may at any time on at least five (5) days' prior written notice by Borrower Representative to Administrative Agent and Revolver Agent (i) voluntarily prepay all or part of the Term Loan A and/or Term Loan B, and/or (ii) in addition to payments made pursuant to the provisions of ANNEX C, voluntarily prepay all or part of the Revolving Loan (Revolver A), Revolving Loan (Revolver B) and/or Acquisition Loan; PROVIDED that any such prepayments shall have be in a minimum amount (A) of $500,000 and integral multiples of $250,000 in excess of such amount, or (B) to the extent that the then outstanding principal balance of the applicable Loan is less than $500,000, equal to the then outstanding principal balance of such Loan. In addition, Borrowers may at any time on at least ten (10) days' prior written notice by Borrower Representative to Administrative Agent and Revolver Agent terminate (in whole, but not in part) the Revolving Loan Commitment (Revolver A), the Revolving Loan Commitment (Revolver B), the Term Loan A Commitment and/or the Acquisition Loan Commitment; provided that upon such termination (other than in the case of the termination of only the Acquisition Loan Commitment), all Loans and other Obligations shall be immediately due and payable in full. Any such voluntary prepayment and any such termination must be accompanied by the payment of the fee required by SECTION 1.10(C), if any. Upon any such prepayment or termination of the Revolving Loan Commitment (Revolver A), Revolving Loan Commitment (Revolver B), Term Loan A Commitment or Acquisition Loan Commitment, Borrowers' right to request Revolving Credit Advances (Revolver A), Revolving Loan Advances (Revolver B), a Term Loan A Advance or Acquisition Loan Advances, or request that Letter of Credit Obligations be incurred on their behalf, or request Swing Line Advances (Revolver A) or Swing Line Advances (Revolver B), shall simultaneously be permanently 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 A, the Term Loan B or any Acquisition Loan made by or on behalf of Borrowers shall be applied to prepay the Loans, without premium or penalty except as provided by law, in whole or in part at any time and from time to time on the following terms and conditions: (a) the Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each scheduled installments of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 Term Loan A, Term Loan B or such lesser amount of a Borrowing which is outstandingAcquisition Loan, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce as the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10case may be, the Borrower shall pay the amounts required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fullmaturity.

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans (provided, that any such voluntary prepayment shall be applied pro rata to outstanding First Priority Term Loans and outstanding Second Priority Term Loans), without premium or penalty except as provided by law, in whole or in part at any time and from time to time on the following terms and conditions: (ai) the Borrower shall give the Facility Administrative Agent prior to 12:00 Noon (Frankfurt New York time) at its Notice Office at least 30 three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Loans, whether First Priority Term Loans or Second Priority Term Loans shall be prepaid, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Administrative Agent shall promptly transmit to each of the Lenders; (bii) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (ciii) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any the Interest Period applicable thereto or otherwise as set out in Section 2.10thereto, the Borrower shall pay the amounts required pursuant to Section 2.101.10; (div) in the event of certain refusals by a Lender as provided in Section 14.11(b14.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ ' written notice to the Facility Administrative Agent at its Notice Office (which notice the Facility Administrative Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan Tranche which gave rise to the need to obtain such Lender’s 's individual consent) in accordance with said Section 14.11(b14.12(b) so long as prior to the Commitment Termination Date (A) in the case of the prepayment of Second Priority Term Loans of any Lender pursuant to this clause (iv) the Second Priority Term Loan Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) I shall be deemed modified to reflect the changed Second Priority Term Loan Commitments), (B) in the case of the prepayment of First Priority Term Loans of any Lender pursuant to this clause (iv) the First Priority Term Loan Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule I shall be deemed modified to reflect the changed First Priority Term Loan Commitments) and (BC) the consents required by Section 14.11(b14.12(b) in connection with the prepayment pursuant to this clause (div) have been obtained; and (ev) except as expressly provided in the preceding clause (iv), each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any . Each prepayment of principal of First Priority Term Loans pursuant to this Section 4.01, such prepayment 4.01 shall not be applied to any Loan reduce the then remaining Scheduled Repayments of a Defaulting Lender until First Priority Term Loans pro rata based upon the then remaining principal amounts of the Scheduled Repayments of First Priority Term Loans after giving effect to all other Loans of Non-Defaulting Lenders have been repaid in fullprior reductions thereto.

Voluntary Prepayments. The Borrower (a) Company may, upon written or telephonic notice to Agent on or prior to 12:00 Noon (New York time) on the date of prepayment, which notice, if telephonic shall have the right to prepay the Loansbe promptly confirmed in writing, without premium or penalty except as provided by law, in whole or in part at any time and from time to time on prepay any Swing Line Loan in whole or in part in any aggregate amount. Company may, upon not less than one Business Day's (in the following case of Prime Rate Loans) or three Business Days' (in the case of Eurodollar Rate Loans) prior written or telephonic notice confirmed in writing to Agent (which notice Agent will promptly transmit by telecopy, telex or telephone to each Lender), at any time and from time to time prepay any Loans (other than Swing Line Loans and Negotiated Rate Loans, which Negotiated Rate Loans are prepayable only upon such terms and conditions: (a) conditions as are agreed to between the Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such Loans, the amount of such prepayment Company and the specific Borrowing Lender funding such Negotiated Rate Loans) in whole or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in part on any Business Day in an aggregate principal minimum amount of at least $1,000,000 or such lesser amount 2,500,000 and integral multiples of $500,000 in excess of that amount; PROVIDED, HOWEVER, that if a Borrowing which Eurodollar Rate Loan is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 prepaid on any a date other than the last day of any the Interest Period applicable thereto or otherwise thereto, Company shall be liable for any payments required by section D of Appendix A annexed hereto. Notice of prepayment having been given as set out in Section 2.10aforesaid, the Borrower principal amount of the Loans specified in such notice shall pay become due and payable on the amounts required prepayment date specified therein. Any such voluntary prepayment shall be applied as specified in subsection 2.4A(iv). (b) In the event Company is entitled to replace a non-consenting Lender pursuant to Section 2.10; (d) in subsection 10.6B, Company shall have the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower mayright, upon five Business Days’ ' written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), to prepay all Loans, together with accrued and unpaid interest, Commitment Commission, fees and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) subsection 10.6B so long as (A1) in the case of the prepayment of the Revolving Loans of any Lender pursuant to this subsection 2.4A(i)(b), the Revolving Loan Commitment of such Lender (if any) is terminated concurrently with such prepayment pursuant to subsection 2.4A(ii)(b) (at which time Schedule 1.01(a) SCHEDULE 2.1 shall be deemed modified to reflect the changed Revolving Loan Commitments) ), and (B2) in the case of the prepayment of the Loans of any Lender, the consents required by Section 14.11(b) subsection 10.6B in connection with the prepayment pursuant to this clause (dsubsection 2.4A(i)(b) shall have been obtained; and , and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (e) each prepayment including, without limitation, Section D of Appendix A annexed hereto, Section C of Appendix B annexed hereto and in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity subsections 10.2, 10.3 and (y) except as expressly provided in the preceding clause (d10.7), pro rata among the Loans comprising which shall survive as to such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fullLender.

Voluntary Prepayments. The Borrowers may at any time (i) with respect to --------------------- Index Rate Loans, on at least one (1) day's prior written notice by Borrower Representative to Agent and (ii) with respect to LIBOR Rate Loans, three (3) days' prior written notice by Borrower Representative to Agent, voluntarily prepay all or part of the Loans and, at the option of Borrower Representative, permanently reduce (but not terminate) the Revolving Loan Commitment; provided -------- that (A) any such prepayments or reductions shall have the right be in a minimum amount of $10,000,000 and integral multiples of $1,000,000 in excess of such amount, (B) any such prepayment shall be used first to prepay the Loans, without premium or penalty except as provided by law, in whole or in part at any time Swing Line Loan and from time second ----- ------ to time on repay the following terms outstanding Revolving Credit Advances and conditions: (aC) the Borrower Revolving Loan Commitment shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall not be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing reduced to an amount less than $1,000,000; 350,000,000. In addition, Borrowers may at any time on at least ten (c10) at days' prior written notice by Borrower Representative to Agent terminate the time 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 1.12(b). Upon any such prepayment and reduction or termination of Loans pursuant --------------- the Revolving Loan Commitment, Borrowers' rights to this Section 4.01 request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on any date other than their behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the last day case may be; provided that a permanent reduction -------- of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower Revolving Loan Commitment below $700,000,000 shall pay require a corresponding pro rata reduction (to the amounts required pursuant to Section 2.10; (dextent below $700,000,000) in the event L/C Sublimit. Each notice of certain refusals by a Lender as provided in Section 14.11(b) partial prepayment shall designate the Obligations to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall is to be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fullapplied.

Voluntary Prepayments. The Borrower may at any time on at least ten (10) days' prior written notice to Agent (i) voluntarily prepay all or part of the Revolving Loan and/or permanently reduce but not terminate the Revolving Loan Commitment; provided that (A) any such prepayments or reductions shall have be in a minimum amount of $10,000,000 and integral multiples of $1,000,000 in excess of such amount, (B) the right Tranche A Revolving Loan Commitment shall not be reduced to prepay an amount less than $100,000,000, and (C) the Loans, without premium or penalty except as provided by law, in whole or in part Tranche B Revolving Loan shall not be reduced to an amount less than $20,000,000. Borrower may at any time and from time to time on the following terms and conditions: (a) the Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ (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 its intent the Revolving Loan Commitment must be accompanied by the payment of the compensation required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). In the event GE Capital acts as the lead agent in providing a refinancing of the Loans under this Agreement, (other than in connection with a debtor-in-possession financing), GE Capital shall waive the payment of any compensation otherwise required to prepay such Loans, the amount of be paid to GE Capital under Section 1.9(c). Upon any such prepayment and reduction or termination of the specific Borrowing Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or Borrowings pursuant 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 Tranche A Revolving Loan Commitment shall not require corresponding pro rata reduction in the Swing Line Commitment and/or the L/C Sublimit (as defined in Annex B). Each notice of partial prepayment shall designate the Loan or other Obligations to which made, which notice the Facility Agent shall promptly transmit such prepayment is to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstandingapplied, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce notwithstanding the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the amounts required pursuant to Section 2.10; (d) foregoing in the event case of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changesDefault or an Event of Default, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing prepayments shall be applied (x) in inverse order of maturity and (y) except as expressly provided in to the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fullTranche A Revolving Loan.

Voluntary Prepayments. The Borrower shall have the right to may prepay the Loans, without premium or penalty except as provided by law, Notes --------------------- in whole or in part part, reduce the Revolving Facility Amount or terminate the Credit Facilities without penalty or premium, at any time and from time to time on the following terms and conditions:time; provided that (a) the Borrower shall give gives the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ 10 days' prior written notice of its intent to prepay such Loans, the amount of such any prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the LendersTerm Notes; (b) each any prepayment of the Revolving Advances or the Term Advances shall be pro rata among the Banks in accordance with their respective Revolving Facility Percentages and Term Facility Percentages; (c) any prepayment of the full amount of any Notes shall include accrued interest thereon; (d) any reduction in the Revolving Facility Amounts must be in an aggregate principal amount of at least not less than $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing an integral multiple thereof; (e) the Revolving Facility Amount shall reduce the outstanding Loans made pursuant to such Borrowing not be reduced to an amount less than $1,000,000; (c) the sum of the L/C Amount and the aggregate outstanding principal balance of the Revolving Advances owed to all Banks at the time of any such reduction and no such reduction shall reduce any Bank's Revolving Facility Amount to an amount less than the then-aggregate outstanding balance of the Revolving Advances due and owing to such Bank plus such Bank's Revolving Facility Percentage of the L/C Amount. (f) no Letter of Credit has been issued and is outstanding with an expiration date after the date of any such early termination. (g) any prepayment of Loans pursuant to this Section 4.01 on any date other the Term Advances must be in an amount not less than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the amounts required pursuant to Section 2.10$250,000; (dh) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each any partial prepayments of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) Term Advances shall be deemed modified applied to reflect the changed Commitments) principal payments due and (B) the consents required by Section 14.11(b) owing in connection with the prepayment pursuant to this clause (d) have been obtainedinverse order of their maturities; and (ei) each no prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not may be applied to any Loan portion of the principal balance of any Note which, at the time of such prepayment, bears interest at a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fullEurodollar Rate.

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by law, in whole or in part at any time and from time to time on the following terms and conditions: (a) the Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 32 Business Days’ prior written notice of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the amounts required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.​

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by lawlaw and Section 2.10, in whole or in part at any time and from time to time on the following terms and conditions: (ai) the Borrower shall give the Facility Administrative Agent prior to 12:00 Noon (Frankfurt New York time) at its Notice Office at least 30 three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Administrative Agent shall promptly transmit to each of the Lenders; (bii) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (ciii) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any the Interest Period applicable thereto or otherwise as set out in Section 2.10thereto, the Borrower shall pay the amounts required pursuant to Section 2.10; (div) in the event of certain refusals by a Lender as provided in Section 14.11(b12.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Administrative Agent at its Notice Office (which notice the Facility Administrative Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b12.12(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) I shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b12.12(b) in connection with the prepayment pursuant to this clause (div) have been obtained; and; (ev) except as expressly provided in the preceding clause (iv), each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full; and (vi) each prepayment of principal of Term Loans pursuant to this Section 4.01 shall be applied to reduce the then remaining Scheduled Amortization Payments in accordance with Section 4.02(e).

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by law, Term Loans in whole or (but not in part at any time and from time to time part) following the second anniversary of the Closing Date on the following terms and conditions: (ai) the Borrower shall give deliver to the Facility Administrative Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its the Borrower’s intent to prepay make such Loans, prepayment and the amount of such prepayment, no less than fifteen (15) days and no more than forty-five (45) days prior to such prepayment and date, specifying the specific Borrowing or Borrowings pursuant date on which such prepayment is to which be made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (bii) each prepayment a notice delivered pursuant to Section 4.01(a)(i) shall be in irrevocable, shall be accompanied by a certification of an aggregate principal amount Authorized Officer of at least $1,000,000 or such lesser amount of a Borrowing which the Borrower that the prepayment is outstanding, provided that no partial prepayment of Loans being made pursuant to and in compliance with all provisions of Section 4.01(a), and shall obligate the Borrower to prepay the amount specified in such notice on the date specified therein together with accrued interest thereon and any Borrowing applicable Prepayment Premium, all of which shall reduce become due and payable on the outstanding Loans made pursuant to prepayment date set forth in such Borrowing to an amount less than $1,000,000notice; (ciii) at the time of any prepayment of Term Loans pursuant to this Section 4.01 4.01(a) on any date day other than the last day of any the applicable Interest Period applicable thereto or otherwise as set out in Section 2.10, shall be subject to compliance by the Borrower shall pay the amounts required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtainedapplicable provisions of Section 2.07; and (eiv) each on the date of prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans Term Loan pursuant to this Section 4.01, such the Borrower shall pay to the Administrative Agent, for the benefit of the Lenders, the Prepayment Premium (if any). (b) The Borrower shall have the right, but not the obligation, on any Payment Date after the Discharge of the CDF1 Credit Agreement Obligations to apply all or any portion of the CDF1 Excess Cash Flow as a prepayment of the Term Loans in accordance with the provisions of Section 4.01(a) above (other than with respect to the references to payments referred to in clauses (ii), (iii) and (iv) thereof), and subject to Section 7.23 hereof. (c) Each prepayment pursuant to this Section 4.01 shall not be applied to any Loan of a Defaulting Lender until all other reduce the Term Loans of Non-Defaulting Lenders have been repaid in fullaccordance with Section 4.02(b).

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by law, in whole or in part at any time and from time to time on the following terms and conditions: (a) the Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written notice of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the Lenders; (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10, the Borrower shall pay the amounts required pursuant to Section 2.10; (d) in the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this clause (d) have been obtained; and (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.by