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 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. (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 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. 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 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 Reductions in Revolving Loan Commitments Any 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 voluntarily prepay all or part of the Revolving Credit Advances made to such Borrower at any time or from time to time without premium or penalty, subject to Section 1.13(b)(i). Borrowers may at any 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 Daysten (10) days’ prior written notice of its intent by Borrower Representative to prepay Agent permanently reduce (but not terminate) the Revolving Loan Commitment; provided, that (A) 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 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; the amount of the Revolving Loan plus the Swingline Loan then outstanding, and (cC) 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 10 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 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 satisfied 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 accordance 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 Annex B. Any such payment resulting from termination of the Lenders), prepay Revolving Loan Commitment must be accompanied by payment of all Loans, together with accrued and unpaid interest, Commitment Commission, interest on the Loans 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) Obligations and any LIBOR funding breakage costs in accordance with said Section 14.11(b) so long 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as (A) the case may be; provided, that a permanent reduction of the Revolving Loan 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 not require a Borrowing shall be applied (x) in inverse order of maturity and (y) except as expressly provided corresponding pro rata reduction in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided that in connection with any prepayment L/C Sublimit. Each notice of Loans pursuant to this Section 4.01, such partial prepayment shall not designate the Borrower whose Revolving Credit Advances are to be applied repaid and identify the particular Revolving Credit Advances to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fullbe repaid.

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 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. (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. (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 (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 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 (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 2.10, 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 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 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 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 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 Reductions in Revolving Loan Commitments and Acquisition Loan Commitments. 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 Business Days’ 5 days' prior written notice of its intent to prepay Agent permanently reduce (but not terminate) the Revolving Loan Commitment or the Acquisition Loan Commitment; provided that (A) 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 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; (c) at the time amount of any prepayment of Loans pursuant the Revolving Loan outstanding and the Acquisition Loan Commitment shall not be reduced to this Section 4.01 on any date other an amount less than the last day amount of any Interest Period applicable thereto or otherwise as set out in Section 2.10the Acquisition Loan outstanding, the and (C) after giving effect to such reductions, Borrower shall pay the amounts required pursuant to comply with 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 1.3(b)(i). Borrower may, upon five Business Days’ may at any time on at least ten 10 days' prior written notice to Agent terminate the Facility Agent at its Notice Office (which notice Revolving Loan Commitment and the Facility Agent shall promptly transmit to each of the Lenders), prepay Acquisition Loan Commitment; provided that upon such termination all Loans, together with accrued and unpaid interest, Commitment Commission, Loans and other amounts owing to such Lender (Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) otherwise satisfied in accordance with said Section 14.11(b) so long as (A) Annex B hereto. Borrower may at any time on at least ten 10 days' prior written notice to Agent terminate only the Commitment of Acquisition Loan Commitment; provided that upon such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) termination all Acquisition Loans and other Obligations relating to the Acquisition Loans shall be deemed modified to reflect immediately due and payable in full. Any voluntary prepayment and any reduction or termination of the changed Commitments) and (B) Revolving Loan Commitment or the consents Acquisition Loan Commitment must be accompanied by payment of the Fee required by Section 14.11(b) in connection with 1.9(c), if any, plus 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, Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided that a Borrowing permanent reduction of the Revolving Loan Commitment shall be applied (x) in inverse order of maturity and (y) except as expressly provided require a corresponding pro rata reduction in the preceding clause (d)L/C Sublimit. Upon any such reduction or termination of the Acquisition Loan Commitment, pro rata among Borrower's right to request Acquisition Loan Advances shall simultaneously be permanently reduced or terminated, as the Loans comprising such Borrowing, provided that in connection with any case may be. Each notice of partial prepayment of Loans pursuant shall designate the Loan or other Obligations to this Section 4.01, which such prepayment shall not is to 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 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 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 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 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 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 Revolving Credit Loan that is a Eurodollar Loan, or any Term Loan, three Business Days’ ' prior written notice to the Administrative Agent, and, in the case of its intent any Revolving Credit Loan that is a 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 Applicable Lender of the contents thereof and of such Lender's Applicable Percentage of such prepayment. If any such notice is given, the amount specified in such notice shall be 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 (i) the Term 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 2.102.10(c) shall be applied, 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 changesfirst, 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 Tranche A Term Loans and 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 Tranche B Term Loans (A) pro rata based on outstanding principal amount thereof at the Commitment time 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) pro rata to the consents required by respective installments of principal thereof, and (ii) the Revolving Credit Loans and the Reimbursement Obligations pursuant this Section 14.11(b) in connection with shall be applied, first, to payment of the prepayment pursuant Revolving Credit Loans then outstanding, second, to this clause (d) have been obtained; payment of any Reimbursement Obligations then outstanding and (e) each prepayment , last, to Cover any outstanding Letter of Credit Liability. Notwithstanding the foregoing, 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 partial prepayment of Term Loans pursuant to this Section 4.01, (until such prepayment shall not be applied to any Loan of a Defaulting Lender until all other time as the Tranche A Term Loans of Non-Defaulting Lenders have been repaid in full) pursuant to this Section 2.10(c), any Tranche B Term Loan Lender may, at its option, irrevocably decline receipt of its Tranche B Term Loan share of any such prepayment, and, if such Lender so declines, such share shall be applied as an additional prepayment of the Tranche A Term Loans and the other Tranche B Term Loans in accordance with the immediately preceding sentence, as further adjusted pursuant to balance of this Section 2.10(c). Any Tranche B Term Loan Lender may notify the Administrative Agent and the Company of its election to decline its Tranche B Term Loan share of all such prepayments, in which event such notice shall be effective until such Lender notifies the Administrative Agent and the Company to the contrary. Any Tranche B Term Loan Lender that wishes to decline receipt of its share of any given prepayment pursuant to this Section 2.10(c), shall promptly, and in any event no later than 10:00 a.m. (Houston, Texas time) on the date following receipt of its notice of such prepayment, notify the Company and the Administrative Agent of such election. Any Tranche B Term Loan Lender that has not provided notice pursuant to one of the two preceding sentences prior to such 10:00 a.m. deadline shall be deemed to have elected to accept such prepayment. The Administrative Agent shall promptly provide, to all such accepting Tranche B Term Loan Lenders, notice of the principal amount of the Tranche B Term Loans that such Lenders have elected to decline. Any such accepting Lender may, at its option, irrevocably decline receipt of its share of any such declined shares of such prepayment (and shall indicate in such notice whether it elects to accept or decline receipt of its share of such prepayment declined by such other Lenders pursuant to this sentence), and, if such Lender so declines, such share shall be applied as an additional prepayment of the Tranche A Term Loans and the other Tranche B Term Loans in accordance with this Section 2.10(c). Any Tranche B Term Loan Lender that wishes to decline receipt of its share of the reallocation of such declined shares, shall promptly, and in any event no later than 10:00 a.m. (Houston, Texas time) on the date following receipt of the notice from the Administrative Agent regarding such declined shares, notify the Company and the Administrative Agent of such election. Any such accepting Lender that has not provided such notice prior to such 10:00 a.m. deadline shall be deemed to have elected to accept the full amount of its share of such prepayment. Each prepayment of Base Rate Loans shall be in the minimum principal amount of $1,000,000 and in integral multiples of $100,000 and each prepayment of Eurodollar Loans shall be in the minimum principal amount of $3,000,000 and in integral multiples of $100,000 or, in the case of either Base Rate Loans or Eurodollar Loans, the aggregate principal balance outstanding on the Term Loans or on the Revolving Credit Loans and the Reimbursement Obligations, as applicable.

Voluntary Prepayments. The Term Loans will be voluntarily prepayable at any time, in whole or in part, at the option of the Borrower, upon notice and in minimum principal amounts and in multiples to be agreed upon, without premium or penalty (except breakage costs). Negative Covenant Changes: Will be set at levels no less restrictive on the Borrower than provided under the terms of the New Debt Financing. Upfront Fee: The Lenders of the Term Loans will be entitled to an upfront fee of 2.00% of the principal amount of Term Loans held thereof by such Lender on the Closing Date, and shall receive such fee in the form of an increase in principal amount of the Term Loans. SUPPORT AGREEMENT LOCKUP PERIOD: From the date of the Lockup and Support Agreement until September 15, 2015. WARRANTS The Borrower will issue detachable warrants (the “Warrants”) ratably to the Lenders representing the right to purchase in aggregate up to 5% of the equity of Euramax Holdings, Inc. (“Holdings”) on a fully diluted basis (after giving effect to the exercise of the Warrants and to the exercise and conversion of all other outstanding securities and options and including all shares reserved for future issuance under any stock option and similar plan and including any shares, options or otherwise issued or issuable to the incoming CEO and to any other members of management during the term of the warrant).The Warrants will have a nominal exercise price of $0.01 per share. Warrants may be exercised at the option of the holder on a cashless basis.The Warrants will expire ten (10) years from the date of issuance.The Warrants will contain mutually agreeable anti-dilution provisions, put rights, tag-along rights and drag-along rights. BOARD SEAT SoundPoint shall have the right to prepay designate one individual (the Loans“SP Director”) to serve, without premium or penalty except and who shall be elected, as provided by lawa member of the Board of Directors of Holdings (the “Holdings Board”), effective as of the Closing Date and who shall have the same rights, duties and protections as a director as the other members of the Holdings Board. The SP Director shall be entitled to serve on the Holdings Board for an initial period that begins on the Closing Date and ends on the later of (i) the date that is the two-year anniversary of the Closing Date and (ii) the date of Holdings’ 2017 annual meeting of stockholders, with such initial period eligible to be extended beyond that two-year anniversary date and for additional one-year terms thereafter, in whole or in part each case subject to the requisite approval of Holdings’ stockholders; provided, however that the SP Director shall resign from the Holdings Board and SoundPoint’s foregoing board designation right shall terminate permanently if at any time SoundPoint owns or controls directly or indirectly less than either (x) 87.5% of the aggregate amount of the Term Loan owned or controlled by SoundPoint or its affiliates on the Closing Date or (y) 90% of the aggregate amount of shares of the capital stock of Holdings owned or controlled by SoundPoint or its affiliates on the Closing Date as a result of sales or transfers of shares of Holdings capital stock by SoundPoint or its affiliates to unaffiliated third parties. SoundPoint shall have the right to nominate a replacement to serve as the SP Director during the initial two-year period and any subsequent terms approved as set out above in the event that the individual nominated as the SP Director is no longer able to serve on the Holdings Board during such periods. SoundPoint’s board designation right shall be personal to SoundPoint and may not be transferred or assigned to any party.For so long as the SP Director continues to serve on the Holdings Board in accordance with the foregoing right, SoundPoint will waive any rights it may have to designate one or more members of the Holdings Board under the terms of Holdings’ Stockholders Agreement dated June 29, 2009. In the event that the SP Director is no longer entitled to serve in accordance with the foregoing, then such waiver shall automatically terminate, and SoundPoint shall be entitled to any and all rights to designate a member of the Holdings Board as may be provided to stockholders of Holdings in accordance with the terms and conditions of such Stockholders Agreement as in effect from time to time 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 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’ 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(e).

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 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, 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, (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 Revolving 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 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 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, 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 (a) Company may, upon not less than one (1) Business Day's prior written or telephonic notice confirmed in writing to prepay the LoansAdministrative Agent (which notice Administrative Agent will promptly transmit by telegram, without premium telex or penalty except as provided by lawtelephone to each Lender), in whole or in part at any time and from time to time prepay any Loans in whole or in part in an aggregate minimum amount of $1,000,000 and integral multiples thereof. In the event that Company prepays any Eurodollar Rate Loan on a date which is not the expiration date of the applicable Interest Period, Company shall pay to Lenders any amounts due pursuant to subsection 2.6E. Notice of prepayment having been given as aforesaid, the principal amount of the Loans specified in such notice shall become due and payable 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;date. (b) each prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of In the event Company is entitled to replace a Borrowing which is outstanding, provided that no partial prepayment of Loans made non-consenting Lender pursuant to any Borrowing subsection 9.6B, Company shall reduce have 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 mayright, 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), to prepay all Loans, together with accrued and unpaid interest, Commitment Commission, fees and other amounts owing to such non-consenting 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 9.6B so long as (A1) in the case of the prepayment of the Loans of any Lender pursuant to this subsection 2.4A(i)(b), the Commitment of such Lender (if any) is terminated concurrently with such prepayment pursuant to subsection 2.4G(ii) (at which time Schedule 1.01(a) 2.1A shall be deemed modified to reflect the changed Commitments) ), and (B2) in the case of the prepayment of the Loans of any Lender, the consents required by Section 14.11(b) subsection 9.6B 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 in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity including, without limitation, subsections 2.6E, 2.6H, 2.7, 2.8, 2.9G, 2.9H, 4.13, 9.2 and (y) except as expressly provided in the preceding clause (d9.3), 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 (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 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 Borrower shall have the right to prepay the Term 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, the Exit Fee and, solely in the case of the prepayment in full of all Term Loans then outstanding, the Put Option Premium), 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 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. three (3) U.S. Government Securities Business Days prior to 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 Term Loans shall be in an aggregate principal a minimum amount of at least $1,000,000 or such lesser amount and in multiples of a Borrowing which is outstanding, $500,000 in excess thereof; 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 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 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 applied (x) paid to the Term Lenders in inverse order of maturity and (y) except as expressly provided in the preceding clause (d), accordance with their respective pro rata among shares of the Loans comprising such Borrowing, provided that Term Loans. 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(a) Provided no Event of Default exists, without premium or penalty except as provided by law, in whole or in part at any time and from time prior to time on the Maturity Date, Borrowers may voluntarily prepay any portion of the Loans provided, however, at all times the Property must be comprised of at least ten (10) Assets which are Securitizable Assets. Each prepayment by Borrowers shall be subject to the satisfaction of the following terms conditions precedent (and conditions:the conditions precedent set forth in Section 2.2.1 if such prepayment is in connection with the Resized Loans): (ai) Unless Borrowers shall have delivered to Administrative Agent the Borrower Resizing Date Notice pursuant to Section 2.2.1. with respect to such prepayment, Borrowers shall give the Facility Agent prior to 12:00 Noon provide not less than thirty (Frankfurt time30) at its Notice Office at least 30 Business Days’ days prior written notice of its intent to prepay Administrative Agent (which notice shall be irrevocable except as hereinafter provided in this Section 2. 3.1) specifying a regularly scheduled payment date on which the prepayment is to occur; provided, however, prior to the date which is ten (10) days before the date for prepayment specified by Borrowers in such Loansnotice, Borrowers shall be permitted to revoke such notice and if so revoked such notice shall not accelerate the Maturity Date; such notice shall indicate the principal amount of such prepayment the Domestic Notes and/or Canadian Notes to be prepaid and shall list the specific Borrowing Assets, if any, which either or Borrowings both of the Borrowers request the Secured Parties release from the Lien of a Mortgage (or in the case of a Special Asset, from a Negative Pledge) pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the LendersSection 2.4 hereof; (bii) each prepayment shall be in an aggregate Together with the principal amount of at least $1,000,000 or such lesser amount of a Borrowing the Notes which is outstandingbeing prepaid, provided Borrowers shall pay to each Lender all accrued and unpaid interest on the principal balance of the Notes held by such Lender thereon to but not including the regularly scheduled payment date on which the prepayment is to occur (the "PREPAYMENT DATE") and shall pay to Lenders the Repayment Premium with respect thereto; provided, however, that no partial prepayment of Loans made pursuant Repayment Premium (other than Losses and Gains) shall be required to be paid in connection with a Special Asset Early Repayment or an Additional Advance Early Prepayment. If for any Borrowing reason the Prepayment Date is not a regularly scheduled payment date, Borrowers shall reduce also pay interest that would have accrued on the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000Notes through the next regularly scheduled payment date; (ciii) at Borrowers shall pay to each Lender all other sums, not including scheduled interest or principal payments, due under the time of any prepayment of Loans pursuant to Notes, 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 2.10Agreement, the Borrower shall pay Mortgage and the amounts required pursuant to Section 2.10other Loan Documents; (div) Borrowers shall deliver an Officer's Certificate certifying that the requirements set forth in this Section 2.3.3(a) and, if applicable, 2.4 have been satisfied; (v) Borrowers shall deliver such other certificates, documents or instruments as Administrative Agent and Lenders may reasonably request; (vi) Borrowers shall pay all reasonable out-of-pocket costs and expenses of Administrative Agent and Lenders incurred in connection with the event prepayment, including any costs and expenses associated with a release of certain refusals by a Lender one or more Liens 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 2.4 hereof as well as reasonable attorneys' fees 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 obtainedexpenses; and (evii) each prepayment in respect no Event of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order Default may exist on the Prepayment Date which is not cured by the occurrence 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 fullprepayment.

Voluntary Prepayments. (a) A Borrower may, at any time or from time to time, upon irrevocable notice to the Administrative Agent (which notice may be conditioned upon the closing of replacement financing) as described below, voluntarily prepay Revolving Loans in whole or in part, in an aggregate Dollar Equivalent amount of $5,000,000 or any higher integral multiple of 1,000,000 units of the Applicable Currency; provided that the applicable Borrower may, within 30 days after each funding of participations in a Swing Line Loan pursuant to subsection 2.06(c) or in L/C Obligations pursuant to Section 3.03, make a prepayment of Base Rate Loans in an amount that will cause the aggregate principal amount of all Base Rate Loans to be (i) zero or (ii) $5,000,000 or a higher integral multiple of $1,000,000. The applicable Borrower shall have deliver a notice of voluntary prepayment in accordance with Section 12.02 to be received by the right Administrative Agent not later than (a) 10:00 p.m. at least three Business Days in advance of the prepayment date if the Loans to prepay the be prepaid are Offshore Currency Loans, without premium (b) 11:30 a.m. at least two Business Days in advance of the prepayment date if the Loans to be prepaid are Eurodollar Loans, and (c) 11:30 a.m. on the prepayment date if the Loans to be prepaid are Base Rate Loans. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or penalty except as provided by lawfrom time to time, voluntarily prepay Swing Line Loans in whole or in part at any without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of prepayment for Swing Line Loans made in Dollars, not later than 11:00 a.m. London time one Business Day before the date of prepayment for Swing Line Loans denominated in Swiss francs and from time to not later than 11:00 a.m. London time on the following terms date of prepayment for any other Swing Line Loans, and conditions:(ii) any such prepayment shall be in the Dollar Equivalent amount of $100,000 or a higher integral multiple of 100,000 units of the Applicable Currency. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (ac) the The applicable Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’ prior written specify, in each notice of its intent voluntary prepayment pursuant to prepay such Loanssubsection 2.08(a), the date and amount of such prepayment and whether such prepayment is of Base Rate Loans or Eurocurrency Loans, or any combination thereof, and the specific Borrowing or Borrowings pursuant to which made, which Applicable Currency. No 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 revocable by 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 Borrower. The Administrative Agent will promptly notify each Lender of any notice of prepayment and 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 Pro Rata Share 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 fullprepayment.

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 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 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’ 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(e).

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. (a) The Borrower Transferor, in its discretion, shall have the right to prepay the Loans, without premium or penalty except as provided by lawmake a prepayment, in whole or in part at part, of the outstanding Capital of each Class Investor, which prepayment shall be applied in reduction of the Aggregate Capital after notice to the Administrative Agent and each Class Agent, not later than 3:00 p.m. (New York City time) on the Business Day prior to the proposed date of such voluntary prepayment; provided, that the Transferor may make a same-day voluntary payment on up to four (4) Business Days during any time one week (any such same-day voluntary payment not to exceed $70,000,000), in which case, the Transferor shall provide notice thereof not later than 10:00 a.m. (New York City time) on the Business Day of such voluntary payment to the Administrative Agent and from time each Class Agent. Any such prepayment will reduce the Capital of each Class on a pro rata basis based on the outstanding Capital of each such Class. All accrued Interest and Fees relating to time the Capital prepaid pursuant to this Section 2.04(a) shall be due and payable 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;Settlement Date in accordance with Section 2.05(b). (b) The Transferor may, upon not less than thirty (30) days' prior written notice to the Administrative Agent and each prepayment Class Agent, terminate in whole or permanently reduce in part the Facility Limit and the Commitments in an amount up to the amount by which the Facility Limit exceeds the Aggregate Capital; provided, that (i) any partial reduction of Commitments shall be in an aggregate principal minimum amount of at least $1,000,000 20,000,000 and integral multiples of $10,000,000 in excess of that amount, and (ii) no Termination Event or Potential Termination Event shall have occurred and be continuing or would result from any such lesser amount termination or reduction. Any partial reduction of a Borrowing which is outstanding, provided that no partial prepayment of Loans made pursuant to any Borrowing shall the Facility Amount and the Commitments will reduce the Commitments of each Class on a pro rata basis based on the outstanding Loans made pursuant Commitments of each such Class. All Fees relating to such Borrowing to an amount less than $1,000,000; (c) at the time portion of the Commitment so reduced shall be due and payable on the following Settlement Date in accordance with Section 2.05(b). In connection with any prepayment termination of Loans the Facility Limit and the Commitments in whole pursuant to this Section 4.01 on 2.04(b), the Transferor may designate any date other than occurring on or after such termination in whole (subject to payment of all outstanding Obligations hereunder) as 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 fullTermination Date.

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 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. The Borrower Except if an Event of Default exists, subject to the Collateral Agency and Intercreditor Agreement and Section 4.4 of this Agreement, the Issuers may prepay all or a portion of the Notes at any time without penalty or premium; except as provided in Section 4.2.1; provided that no Last Out Notes shall have be prepaid in cash prior to the right First Out Notes (including any accrued and unpaid interest) being Paid in Full in cash and no voluntary prepayments of the Notes may be made without the consent of all of the Purchasers holding First Out Notes. For any prepayment pursuant to this Section 4.3.2: (a) until repayment of the First Out Obligations in full, Issuer Representative shall provide written notice to Notes Agent and each Purchaser of its election to prepay the 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: Notes (ax) the Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office the signing of a definitive merger agreement for a Qualified SPAC Merger, at least 30 Business Days’ thirty (30) days prior written notice to the date of its intent such prepayment, or (y) after the signing of a definitive merger agreement for a Qualified SPAC Merger, at least sixty (60) days prior to prepay such Loans, the amount date of such prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice shall specify the Facility Agent shall promptly transmit to each date of the Lenders; proposed prepayment (the “Prepayment Date”); and (b) each Issuer Representative shall pay, on the Prepayment Date (i) the outstanding principal amount of the First Out Notes (including the Contingent Value Rights Payment) to be prepaid together with all accrued and unpaid interest thereon; (ii) (A) solely with respect to a voluntary prepayment shall be of the Last Out Notes following receipt of consent of the Majority Purchasers if the First Out Obligations have not been paid in an full, the Payment Premium with respect to the aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstandingthe Last Out Notes being prepaid; and (iii) all other sums, provided if any, 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 have become due and payable hereunder with respect to this Agreement which have been approved by the Required LendersAgreement, the Borrower may, upon five Business Days’ written Notes to be prepaid and the other Note Documents; the receipt of such amounts shall be deemed Payment in Full for any and all amounts due under the Notes to be prepaid. At any time during the 30 or 60-day notice period (as applicable) prior to the Facility Agent at its Notice Office (which Prepayment Date, any or all holders of any FF Ventures First Out Notes may provide the Issuers with notice the Facility Agent shall promptly transmit of such holders’ intention to each of the Lendersconvert such FF Ventures First Out Notes pursuant to Section 4.3.3(c), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to any FF Ventures First Out Notes for which such Lender (or owing to such Lender with respect to each Loan which gave rise notice is delivered to the need Issuers prior to obtain such Lender’s individual consent) the Prepayment Date shall not be subject to prepayment and shall be converted to SPAC Conversion Shares in accordance with said Section 14.11(b4.3.3(c) so long as (A) the Commitment of and upon such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) conversion, shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) Paid 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 fullFull.

Voluntary Prepayments. The Borrower shall have (i) Subject to the right terms of this Section 2.5(a), and, at any time prior to the First Lien Termination Date, subject to obtaining the prior written consent of the First Lien Agent, Borrowers may prepay to Agent, for the ratable benefit of the Lenders, the outstanding principal amount of the Term Loans, without premium or penalty except as provided by law, in whole or in part part, at any time and from time to time on the following terms and conditions:time. (aii) the Borrower shall give the Facility Agent prior If Borrowers elect 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 make any prepayment of the Term Loans pursuant to this Section 4.01 2.5(a), Administrative Borrower shall give irrevocable notice of such prepayment to Agent not less than ten (10) Business Days prior to the date such prepayment is to be made, specifying (i) the date on which such prepayment is to be made, (ii) the amount of such prepayment, (iii) the amount of accrued interest applicable to such prepayment and (iv) that, at any date other than time prior to the last day of any Interest Period applicable thereto or otherwise as set out in Section 2.10First Lien Termination Date, the Borrower First Lien Agent’s prior written consent thereto has been obtained. Such notice shall pay the amounts required pursuant to Section 2.10; (d) in the event of certain refusals be accompanied by a Lender as provided certificate of an Authorized Officer of Administrative Borrower stating that such payment is being made in compliance with this Section 14.11(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have 2.5(a). Notice of prepayment having been approved by the Required Lendersso given, 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 aggregate principal amount of the Lenders), prepay all LoansTerm Loans so specified to be prepaid, together with accrued interest thereon, shall be due and unpaid interestpayable on the prepayment date set forth in such notice. (iii) Subject to Section 2.4, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender any voluntary partial prepayment with respect to each Loan which gave rise the Term Loans shall be applied in the following order of priority of the payment of: (i) any and all Obligations that are due and owing pursuant to the need to obtain such Lender’s individual consentterms of the Loan Documents, except the principal balance of the Term Loans and accrued and unpaid interest thereon; (ii) in accordance with said Section 14.11(b) so long as accrued and unpaid interest on the principal balance of the Term Loans then due and owing; and (Aiii) the Commitment principal balance of such Lender the Term Loans, which shall be applied to the scheduled installments thereof in inverse order of maturities until paid in full. (if anyiv) is terminated concurrently with such prepayment (at which time Schedule 1.01(aAll prepayments made pursuant to this Section 2.5(a) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the designated as a prepayment pursuant to this clause (dSection 2.5(a) have been obtained; and (e) each prepayment in respect on the applicable wire. The amount 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 partial prepayment of the principal balance of the Term Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan less than $500,000 or, if in excess thereof, in integral multiples of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid $100,000 in fullexcess thereof.

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. (a) The Borrower shall have be prohibited from making any prepayments, in-whole or in-part, during the right to prepay Lock-Out Period. Notwithstanding the Loansforegoing, without premium or penalty except as provided by lawif the Facility is prepaid, in whole or in part at any time and from time to time on in-part, by the following terms and conditions: (a) Borrower or its Affiliates during the Lock-Out Period, the Borrower shall give pay the Facility Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, that if (i) the Administrative Agent prior to 12:00 Noon establishes one or more Reserves, (Frankfurt timeii) at its Notice Office at least 30 a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or, (iii) the Obligations are being refinanced by Atalaya or an Affiliate thereof, or (iv) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of its intent to prepay Obligations outstanding at such Loanstime (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a reduced Lock-Out Make-Whole Payment equal to the product of (x) the projected average daily outstanding principal amount of the Loans from the date of prepayment until the twelve (12) month anniversary of the Closing Date (as determined by Administrative Agent in consultation with the Company and utilizing commercially reasonable assumptions) multiplied by (y) the Interest Rate in effect at the time of such prepayment, multiplied by (z) a fraction, the numerator of which is the actual number of days between the date of prepayment and the specific Borrowing or Borrowings pursuant to which made, which notice the Facility Agent shall promptly transmit to each twelve (12) month anniversary of the Lenders;Closing Date and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% and (y) the Maximum Committed Amount. (b) each prepayment During the Prepayment Period, the Borrower may prepay the Loans in-full, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time and the applicable Prepayment Premium; provided, no such Prepayment Premium shall be payable in connection with a refinancing of the Obligations by the Agent or 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;Affiliate thereof. (c) Following the expiration of the Prepayment Period, the Borrower may prepay the Loans, in-full, at any time upon five (5) Business Days’ prior written notice to the time of Lenders and the Administrative Agent. (d) Concurrently with any prepayment of Loans any Loan pursuant to clauses (a), (b) or (c) of 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 2.102.7, the Borrower shall pay the amounts required pursuant deliver, or cause 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 changesbe delivered, 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 a certificate of an Authorized Officer demonstrating the Facility Agent shall promptly transmit to each calculation of the Lenders)amount prepaid; provided that, 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 pursuant to Section 2.7(a)(iii), such certificate shall be prepared based on information provided to the Borrower by the Administrative Agent. (e) For the avoidance of doubt, (i) at no time shall the Borrower be permitted to prepay the Loans in-part and (ii) the repayment of the Loans pursuant to this Section 4.01, such prepayment Sections 2.10(a)(iv) or 2.10(b)(iv) or otherwise out of Collections on a Settlement Date shall not be applied to any Loan of constitute a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fullprepayment.

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 $1,000,000.00 (or the entire outstanding balance, if less) and from time subject to time a $5,000,000.00 minimum prepayment on LIBO Rate Loans and Base Rate Loans (or the following terms and conditions: entire outstanding balance, if less), on any Banking 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 LIBO 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 Business Days’ written must provide three (3) Banking Day’s 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, (b) in the event of prepayment of any Base Rate Loan, whether voluntary (including payments pursuant to Section 2.9 hereof) or owing on account of acceleration (i) Borrower must provide one (1) Banking Day’s 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 applicable 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 (Bc) 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 Borrower shall not have the right to prepay any Bid Rate Loan before the applicable Bid Maturity Date, but if a Bid Rate Loan is deemed prepaid on account of acceleration, Borrower must pay all accrued but unpaid interest and all Funding Losses applicable to such prepayment. Principal amounts prepaid may be applied to any Loan reborrowed under the terms and conditions of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in fullthis Credit Agreement.

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 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. 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

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 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 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 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 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. The Borrower shall have Borrowers may, at their option (subject to the right to applicable requirements of this Section 2.03), prepay the Loans, without premium or penalty except as provided by lawoutstanding principal balance of the Loan, 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 Loan; (ii) such prepayment shall give be accompanied by (A) all interest accrued to the Facility date of such prepayment on the portion of the principal amount being prepaid, (B) if such prepayment occurs during the Minimum Earnings Period, the applicable Minimum Earnings Amount, if any, with respect to such principal amount being prepaid, and (C) any other amounts then due and payable under this Agreement with respect to the 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 12:00 Noon the date proposed for such prepayment. Each such notice shall specify (Frankfurt timeA) at the Business Day on which such prepayment will be made and (B) the aggregate unpaid principal balance of the Loan to be prepaid. Following its Notice Office at least 30 Business Days’ prior written notice receipt of its intent to prepay 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 Minimum Earnings 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, the Minimum Earnings 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 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 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 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, Revolving 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 Revolving 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 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 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(g).

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 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. (a) The Borrower shall have Borrowers may not voluntarily prepay the right outstanding principal amount of the Loans at any time on or prior to the first anniversary of the Closing Date, except pursuant to the following sentence. At any time on or prior to the first anniversary of the Closing Date, the Borrowers may prepay the outstanding principal amount of the Loans, without premium or penalty except as provided by law, in whole or but not 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 part, upon at least 30 5 Business Days’ prior written notice of its intent to prepay such Loansthe Agent; provided that, at the amount time of such prepayment and repayment, (i) the specific Borrowing or Borrowings pursuant Borrowers shall pay to which madethe Agent, which notice the Facility Agent shall promptly transmit to each on behalf of the Lenders;, (a) the entire principal amount of the Loans then outstanding, (b) any accrued but unpaid interest to the date of repayment, (c) fees and expenses required to be paid under the Loan Documents and any other Lender Debt then owed to the Agent or any Lender, and (d) the Applicable Premium and (ii) the Delayed Draw Commitments shall be terminated. (b) each prepayment shall be in an aggregate At any time after the first anniversary of the Closing Date, the Borrowers may prepay the outstanding principal amount of the Loans, in whole or in part, upon at least $1,000,000 or such lesser amount of a Borrowing which is outstanding5 Business Days’ prior written notice to the Agent; provided that, 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 2.10such repayment, the Borrower Borrowers shall pay to the amounts Agent, on behalf of the Lenders, (a) the principal amount of the Loans then outstanding, (b) any accrued but unpaid interest to the date of repayment, (c) fees and expenses required pursuant to Section 2.10; be paid under the Loan Documents and any other Lender Debt then owed to the Agent or any Lender, and (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 any prepayment on or prior to the Required Lendersthird anniversary of the Closing Date, 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 fullApplicable Premium.