Common use of Mandatory Prepayment Clause in Contracts

Mandatory Prepayment. change of control (a) For the purposes of this Subclause: a change of control occurs if, after the Separation Date, any person or group of persons acting in concert gains control of more than 50 per cent. of the shares (or voting rights attaching to shares) in the Company; acting in concert means acting together pursuant to an agreement or understanding (whether formal or informal); control has the meaning given to that term in section 5:45 of the Dutch Financial Markets Supervision Act; shares has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act; and voting rights has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act. (b) The Company must promptly notify the Facility Agent if it becomes aware of any change of control, and the Facility Agent shall notify the Lenders of any notification it receives from the Company under this paragraph (b). (c) After a change of control, a Lender is not obliged to participate in a Loan other than a Rollover Loan. (d) After a change of control, the Lenders shall negotiate with the Company in good faith for a period of not more than 15 Business Days from the date of the notification by the Company to the Facility Agent under paragraph (b) above with a view to agreeing whether the Facility can continue to be made available. (e) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if any Lender so requires, the Facility Agent must, by giving 20 Business Days’ notice to the Company: (i) cancel that Lender’s Commitments; (ii) declare that the Company must immediately repay or prepay the share of that Lender in each Loan made to it together with accrued interest and all other amounts accrued under the Finance Documents towards that Lender; and (iii) the Commitment of that Lender will be immediately cancelled. (f) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if the Majority Lenders so require, the Facility Agent must, by notice to the Company: (i) cancel the Total Commitments; and (ii) declare all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents, to be immediately due and payable. Any such notice will take effect in accordance with its terms

Mandatory Prepayment. change The Borrowers shall make mandatory prepayments of control (a) For the purposes of this Subclause: a change of control occurs if, after the Separation Date, any person or group of persons acting in concert gains control of more than 50 per cent. one hundred percent of the shares (or voting rights attaching to shares) in Net Proceeds received by the Company; acting in concert means acting together pursuant to an agreement or understanding (whether formal or informal); control has the meaning given to that term in section 5:45 Borrowers and their Subsidiaries from any of the Dutch Financial Markets Supervision Act; shares has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act; and voting rights has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act. (b) The Company must promptly notify the Facility Agent if it becomes aware of any change of control, and the Facility Agent shall notify the Lenders of any notification it receives from the Company under this paragraph (b). (c) After a change of control, a Lender is not obliged to participate in a Loan other than a Rollover Loan. (d) After a change of control, the Lenders shall negotiate with the Company in good faith for a period of not more than 15 Business Days from the date of the notification by the Company to the Facility Agent under paragraph (b) above with a view to agreeing whether the Facility can continue to be made available. (e) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if any Lender so requires, the Facility Agent must, by giving 20 Business Days’ notice to the Companyfollowing: (i) cancel asset sales of the Borrowers and their Subsidiaries occurring outside of the ordinary course of business and resulting in the receipt of greater than $5,000,000 in proceeds in the aggregate during the term of this Agreement that Lender’s Commitmentsare not reinvested within one year of receipt in plant, properties and equipment that become Collateral; (ii) declare the receipt of casualty insurance and condemnation proceeds resulting in the receipt of greater than $250,000 in Net Proceeds in the aggregate during the term of this Agreement that the Company must immediately repay or prepay the share are not reinvested within one year of receipt in plant, property and equipment that Lender in each Loan made to it together with accrued interest and all other amounts accrued under the Finance Documents towards that Lenderbecomes Collateral; and (iii) the Commitment issuance or sale of that Indebtedness not otherwise permitted hereby. Any mandatory prepayment under this clause (c) shall be due and payable to the Lender will be immediately cancelled. no later than five (f5) If no agreement is reached by Business Days after any Loan Party shall have received, or become entitled to direct the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if the Majority Lenders so requiredistribution of, the Facility Agent must, by notice proceeds from any transaction that would give rise to the Company: a mandatory prepayment hereunder. Mandatory prepayments shall be applied (i) cancel the Total Commitments; and first to any fees, costs, expenses or charges due hereunder other than interest or principal, (ii) declare all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documentssecond, to be immediately due the payment of accrued and payableunpaid interest, (iii) third to the payment of principal on any portion of the Advance earning interest at the Variable Rate and (iv) fourth to the payment of principal on any portion of the Advance earning interest at the Fixed Rate. Any such notice will take effect The Borrowers shall pay any applicable Breakage in accordance connection with its termsany mandatory prepayment of the principal portion of the Loan earning interest at the Fixed Rate.

Mandatory Prepayment. change If, at any time prior to the full repayment or full conversion of control all amounts owed under this Debenture, the Company or any of its Subsidiaries receives cash proceeds from the issuance of equity or indebtedness (aother than the issuance of other Debentures), in one or more financing transactions, whether publicly offered or privately arranged (including, without limitation, pursuant to the Arena ELOC), the Company shall, within one (1) For the purposes of this Subclause: a change of control occurs if, after the Separation Date, any person or group of persons acting in concert gains control of more than 50 per cent. Business Day of the shares Company or the applicable Subsidiary’s receipt of such proceeds, inform the Holder of such receipt via written notice (or voting rights attaching a “Mandatory Prepayment Notice”), whereupon the Holder shall have the right in its sole discretion to shares) in the Company; acting in concert means acting together pursuant to an agreement or understanding (whether formal or informal); control has the meaning given to that term in section 5:45 of the Dutch Financial Markets Supervision Act; shares has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act; and voting rights has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act. (b) The Company must promptly notify the Facility Agent if it becomes aware of any change of control, and the Facility Agent shall notify the Lenders of any notification it receives from the Company under this paragraph (b). (c) After a change of control, a Lender is not obliged to participate in a Loan other than a Rollover Loan. (d) After a change of control, the Lenders shall negotiate with the Company in good faith for a period of not more than 15 Business Days from the date of the notification by the Company to the Facility Agent under paragraph (b) above with a view to agreeing whether the Facility can continue to be made available. (e) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if any Lender so requires, the Facility Agent mustrequire, by giving 20 Business Days’ written notice to the Company: Company delivered within five (i5) cancel that LenderBusiness Days of the Holder’s Commitments; (ii) declare receipt of any such Mandatory Prepayment Notice, that the Company must immediately repay or apply, subject to the 20% limit below, up to thirty percent (30%) of the gross cash proceeds received from the applicable financing transaction to prepay the share of that Lender in each Loan made to it together with accrued interest and all other amounts accrued Company’s then outstanding obligations under the Finance Documents towards that Lender; and Debentures (iiia “Mandatory Prepayment Exercise Notice”). The Company shall, within one (1) the Commitment of that Lender will be immediately cancelled. (f) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day Business Day of the time period set out thereinCompany’s receipt of a Mandatory Prepayment Exercise Notice, if use the Majority Lenders so requireportion of the gross cash proceeds received from the applicable financing transaction indicated in the Mandatory Prepayment Exercise Notice (not to exceed 20%) to prepay the Company’s then outstanding obligations under the Debentures; provided, such gross cash proceeds shall be applied to prepay all of the Facility Agent must, by notice Debentures then outstanding pro rata in proportion to the Company: (i) cancel respective outstanding principal amount of each Debenture at the Total Commitments; and (ii) declare all outstanding Loans, together with accrued interest and all other amounts accrued under time the Finance Documents, to be immediately due and payable. Any such notice will take effect in accordance with its termsHolder delivers the applicable Mandatory Prepayment Exercise Notice.

Mandatory Prepayment. change of controlThe outstanding Obligations shall be subject to prepayment as follows: (a) For If on any date any Loan Party shall have received Net Proceeds from any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any Collateral permitted pursuant to clause (q) of the definition of “Permitted Dispositions”, to the extent that such Net Proceeds are not required to be applied to the payment of obligations of the Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f) unless, provided that (a) no Specified Default has occurred and is continuing, (i) the proceeds therefrom are utilized for purposes of this Subclause: a change replacing, restoring or repairing the assets in respect of control occurs if, after the Separation Date, which such proceeds were received or reinvesting in assets used or useful in any person or group of persons acting in concert gains control of more than 50 per cent. of the shares Loan Parties’ or Restricted Subsidiaries business within twelve (12) months of the receipt of such proceeds (or voting rights attaching within eighteen (18) months of receipt of such proceeds if a letter of intent or other binding commitment to sharesreinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds) and (b) no such prepayment shall be required in respect of any Net Proceeds unless and until such amount exceeds $10,000,000 in any Fiscal Year (and all amounts under such amount may be retained by the Company; acting in concert means acting together pursuant to an agreement or understanding (whether formal or informalBorrower); control has the meaning given to that term in section 5:45 of the Dutch Financial Markets Supervision Act; shares has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act; and voting rights has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act. (b) The Company must promptly notify If on any date any Loan Party shall have received Net Proceeds from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation, expropriation or similar proceeding of, any Collateral of a Loan Party, to the Facility Agent extent that such Net Proceeds are not required to be applied to the payment of obligations of the Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f) unless (i) the proceeds therefrom are required to be paid to the holder of a Lien on such property or asset having priority over the Lien of the Collateral Agent, or (ii) the proceeds therefrom are utilized for purposes of replacing, restoring or repairing the assets in respect of which such proceeds, awards or payments were received or reinvesting in assets used or useful in any of the Loan Parties’ or their Restricted Subsidiaries’ business within twelve (12) months of the receipt of such proceeds (or within eighteen (18) months of receipt of such proceeds if it becomes aware a letter of intent or other binding commitment to reinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds); provided that no such prepayment shall be required in respect of any change of control, Net Proceeds unless and until such amount exceeds $10,000,000 in any Fiscal Year (and all amounts under such amount may be retained by the Facility Agent shall notify the Lenders of any notification it receives from the Company under this paragraph (bBorrower). (c) After a change If on any date any Loan Party shall have received Net Proceeds (i) from any Refinancing Term Loans or Indebtedness pursuant to clause (v)(i) of control, a Lender is not obliged to participate in a Loan the definition of “Permitted Indebtedness” or (ii) from the incurrence of any Indebtedness of the Borrower or any of its Subsidiaries (other than a Rollover LoanPermitted Indebtedness), an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f). (d) After a change If, for any Fiscal Year of controlthe Borrower commencing with the Fiscal Year ending January 28, 2012, there shall be Excess Cash Flow, the Lenders Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount, if positive, equal to the excess of (i) the ECF Percentage of such Excess Cash Flow minus (ii) the principal amount of Term Loans optionally prepaid pursuant to SECTION 2.16 during such Fiscal Year toward the prepayment of the Term Loans as set forth in SECTION 2.17(f) and the amount expended by the Borrower pursuant to SECTIONS 2.16(d) and 9.04(g) during such Fiscal Year. Each such prepayment shall negotiate with the Company in good faith for be made on a period of not more date (an “Excess Cash Flow Application Date”) no later than 15 five Business Days from after the date on which the compliance certificate of the notification by the Company Borrower has been delivered pursuant to the Facility Agent under paragraph (b) above with a view to agreeing whether the Facility can continue to be made availableSECTION 5.01(d). (e) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if any Lender so requires, the Facility Agent must, by giving 20 Business Days’ notice to the Company: (i) cancel that Lender’s Commitments; (ii) declare that the Company must immediately repay or prepay the share of that Lender in each Loan made to it together with accrued interest and all other amounts accrued under the Finance Documents towards that Lender; and (iii) the Commitment of that Lender will be immediately cancelled[Reserved]. (f) If no agreement is reached by the Company and the Lenders under paragraph Any prepayment of any Term Loans pursuant to SECTIONS 2.17(a) through (d) above shall be applied to repay Term Loans of each then outstanding Class, provided, that (i) any prepayment of any Term Loans pursuant to SECTION 2.17(c) shall be applied to repay Term Loans of only those Class(es) selected by the Borrower. Any prepayment of any Class of Term Loans in accordance with the foregoing shall be applied as directed by the Borrower, (ii) to the extent any Qualifying Secured Debt that is secured on a pari passu basis with the Obligations requires a prepayment from Excess Cash Flow, the amount of the prepayment of the Term Loans required above shall be reduced in proportion of the ratio of the aggregate principal amount of the Term Loans then outstanding to the aggregate amount of the Term Loans and such Qualifying Secured Debt then outstanding and (iii) any Lender may elect to decline its share of any prepayment pursuant to clause (a), (b) or (d) above by giving notice to the Administrative Agent within one Business Day following the date the Borrower gives notice of such prepayment (any amount declined by a Lender pursuant to this subclause (iii) a “Declined Amount”). Subject to the foregoing, outstanding Prime Rate Loans of any Class shall be prepaid before outstanding LIBO Loans of such Class are prepaid. No prepayment of LIBO Loans of any Class shall be permitted pursuant to this SECTION 2.17 until the last day of an Interest Period applicable thereto, unless the time period set out thereinBorrower reimburses the Lenders for all Breakage Costs associated therewith within fifteen (15) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, if as long as no Specified Default has occurred and is continuing, at the Majority Lenders so requirerequest of the Borrower, the Facility Administrative Agent must, by notice shall hold all amounts required to be applied to LIBO Loans of a particular Class in a Cash Collateral Account and will apply such funds to the Company:applicable LIBO Loans of such Class at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the occurrence and during the continuance of any other Event of Default). (ig) cancel The Borrower shall prepay all Non-Converted Term B-34 Loans on the Total Commitments; andAmendment No. 56 Effective Date. (iih) declare Notwithstanding any other provisions of this SECTION 2.17, (A) to the extent that any or all outstanding of the Excess Cash Flow of a Foreign Subsidiary is prohibited or delayed by any requirement of law from being repatriated to the Loan Parties, an amount equal to the portion of Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in clause (d) above, as the case may be, but only so long, as the applicable requirement of law will not permit repatriation to the Loan Parties (the Loan Parties hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable requirement of law to permit repatriation), and once a repatriation of any of such affected Excess Cash Flow is permitted under the applicable requirement of law, an amount equal to such Excess Cash Flow will be promptly (and in any event not later than ten Business Days after such repatriation is permitted) applied (net of any taxes that would be payable or reserved against if such amounts were actually repatriated whether or not they are repatriated) to the repayment of the Term Loans, together and (B) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Excess Cash Flow of a Foreign Subsidiary could have an adverse tax consequence with accrued interest and all other amounts accrued under respect to such Excess Cash Flow, an amount equal to the Finance DocumentsExcess Cash Flow so affected may be retained by the applicable Foreign Subsidiary. For the avoidance of doubt, nothing in this Agreement, including SECTION 2.17 shall be construed to be immediately due and payable. Any such notice will take effect in accordance with its termsrequire any Foreign Subsidiary to repatriate cash.

Mandatory Prepayment. change of control (ai) For If at any time the purposes of this Subclause: a change of control occurs ifRevolving Credit Exposure (for any Revolving Lender or for all Revolving Lenders) exceeds the Revolving Credit Limit, after Borrower shall immediately prepay the Separation Date, any person or group of persons acting in concert gains control of more than 50 per cent. outstanding Revolving Loans by the amount of the shares (or voting rights attaching to shares) in excess plus all accrued and unpaid interest on the Company; acting in concert means acting together pursuant to an agreement or understanding (whether formal or informal); control has the meaning given to that term in section 5:45 of the Dutch Financial Markets Supervision Act; shares has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act; and voting rights has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Actamount so prepaid. (bii) The Company must promptly notify No later than five (5) Business Days following the Facility Agent if it becomes aware earlier of the date such amounts are received by, or for the account of, the Borrower (or the applicable Loan Party) on or after the date hereof and the end of any change election periods set forth below, the following amounts shall be paid to Administrative Agent for the ratable benefit of controlthe Lenders in the form received with any necessary endorsement or assignment: (A) [reserved]; (B) 100% of any cash Net Proceeds in excess of $2,000,000 individually or in the aggregate over the term of this Agreement in respect of any Casualty Event affecting Collateral (plus the Applicable Premium (if any)); provided that, and if within 20 days after the Facility Agent date of such Casualty Event, Borrower shall notify Administrative Agent in writing that it wishes to reinvest such Net Proceeds to replace the Lenders damaged assets in assets that are subject to a security interest in favor of any notification it receives from Collateral Agent and that are useful in the Company under this paragraph (b). (c) After a change business of controlthe Loan Parties, a Lender is not obliged then the Borrower shall be permitted to participate in a Loan other than a Rollover Loan. (d) After a change of control, the Lenders shall negotiate with the Company in good faith defer such prepayment for a period of up to 365 days after the date the applicable Loan Party receives such Net Proceeds; provided further that if such Net Proceeds are not more than 15 Business Days reinvested within 365 days from the applicable Loan Party’s receipt of such Net Proceeds (or if so committed to be reinvested within such 365-day period, reinvested within 180 days after such 365-day period), then the applicable Loan Party shall be required to make any prepayments otherwise required by this Section 3.3(b)(ii)(B); provided further that, notwithstanding the foregoing, Net Proceeds obtained by any Loan Party with respect to reimbursements due to loss of cash (whether as a result of theft, natural disaster or otherwise) shall not be subject to the mandatory prepayment provisions of this Section 3.3(b)(ii)(B); (C) 100% of any Net Proceeds of a Specified Equity Contribution, plus the Applicable Premium (if any); (D) 100% of any cash Net Proceeds from the issuance of Debt issued by a Loan Party (excluding any other Debt permitted to be incurred pursuant to Section 9.1), plus the Applicable Premium (if any); (E) 100% of the cash Net Proceeds from the Disposition of any assets pursuant to Section 9.4(b), Section 9.4(e) Section 9.4(g)(w), Section 9.4(o), Section 9.4(p), Section 9.4(q) or Section 9.4(r) individually or in the aggregate in excess of $2,000,000 in any fiscal year (plus the Applicable Premium (if any)); provided that, if within forty-five (45) days after the date of such Disposition, Borrower shall notify Administrative Agent in writing that it wishes to reinvest such Net Proceeds in assets that are subject to a security interest in favor of Collateral Agent and that are useful in the notification by business of the Company Loan Parties, then the Borrower shall be permitted to defer such prepayment for a period of up to 365 days after the Facility Agent under paragraph date the applicable Loan Party receives such Net Proceeds; provided further that if such Net Proceeds are not reinvested within 365 days from the applicable Loan Party’s receipt of such Net Proceeds (b) above with a view to agreeing whether the Facility can continue or if so committed to be made available. (e) If no agreement is reached reinvested within such 365-day period, reinvested within 180 days after such 365-day period), then the applicable Loan Party shall be required to make any prepayments otherwise required by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if any Lender so requires, the Facility Agent must, by giving 20 Business Days’ notice to the Company: (i) cancel that Lender’s Commitmentsthis Section 3.3(b)(ii)(E); (iiF) declare that Within five (5) Business Days after the Company must immediately repay or date by which Borrower are required to deliver their Compliance Certificate and financial statements for the applicable fiscal year pursuant to Sections 8.1(a) and (d)), commencing with the fiscal year ending January 2, 2022, Borrower shall prepay the share Term Loans in an amount equal to the applicable Excess Cash Flow Percentage multiplied by Excess Cash Flow for such fiscal year then ended minus the sum of (1) voluntary prepayments of the Term Loans made during such period (other than voluntary prepayments applied to prepay future amortization payments that Lender would be due pursuant to Section 3.2(a)(ii) in the fiscal year of such prepayment), and (2) any voluntary prepayments of the Reovlving Facility solely to the extent such prepayment is accompanied by a permanent reduction of the Reovlving Commitments, in each Loan made to it together with accrued interest case for the preceding clauses (1) and all other amounts accrued under the Finance Documents towards that Lender; and (iii2) the Commitment of that Lender will be immediately cancelled. (f) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if the Majority Lenders so require, the Facility Agent must, by notice solely to the Company: extent such prepayments or repurchases are financed with Internally Generated Cash. Borrower shall deliver to Administrative Agent a payment notification not later than 11:00 a.m. New York City time at least two (i2) cancel the Total Commitments; and (iiBusiness Days prior to each mandatory prepayment pursuant to this Section 3.3(b) declare all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents, to be immediately due and payable. Any Administrative Agent shall promptly notify each Lender of such notice will take effect in accordance with its termsnotice.

Mandatory Prepayment. change of control (a) For (i) No later than 5 Business Days following the purposes receipt of this Subclause: any Net Debt Proceeds by UPC or any of its Subsidiaries (other than in the case of a change Debt Incurrence by Primacom (or its immediate parent for the benefit of control occurs if, after Primacom and its Subsidiaries) Priority Telecom N.V. or any of their respective Subsidiaries if the Separation Date, any person Net Debt Proceeds therefrom are applied to assets and property that will constitute or group of persons acting in concert gains control of more than 50 per cent. be part of the shares business of, or Investment in, Primacom and its Subsidiaries or Priority Telecom N.V. and its Subsidiaries, as the case may be, or to repay or refinance Indebtedness of Primacom and its Subsidiaries or Priority Telecom N.V. and its Subsidiaries, as the case may be), UPC or the Company shall deliver to the Holders a calculation of the amount of such Net Debt Proceeds. No later than 10 Business Days following the delivery of such calculation, the Obligors shall prepay those Notes (or voting rights attaching which the Holders thereof have not refused prepayment in writing, prior to shares) in the Company; acting in concert means acting together date on which prepayment is required pursuant to this Section 5.2(a)(i)) up to an agreement or understanding (whether formal or informal); control has the meaning given to that term in section 5:45 amount of the Dutch Financial Markets Supervision Act; shares has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act; and voting rights has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act. (b) The Company must promptly notify the Facility Agent if it becomes aware of any change of control, and the Facility Agent shall notify the Lenders of any notification it receives from the Company under this paragraph (b). (c) After a change of control, a Lender is not obliged to participate in a Loan other than a Rollover Loan. (d) After a change of control, the Lenders shall negotiate with the Company in good faith for a period of not more than 15 Business Days from such Notes having an aggregate Accreted Value at the date of prepayment equal to the notification amount of such Net Debt Proceeds (multiplied by the Company Euro to Dollar Spot Rate as of the date of prepayment, if such Net Debt Proceeds are denominated in euros) at a redemption price of 100% of such Accreted Value so redeemed plus accrued and unpaid interest and any other amounts due on such Notes. If a Holder has refused repayment in writing prior to the Facility Agent under paragraph (b) above with a view date on which prepayment is required pursuant to agreeing whether the Facility can continue to be made available. (e) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if any Lender so requiresthis Section 5.2(a)(i), the Facility Agent must, by giving 20 Business Days’ notice Obligors shall have no obligation to the Company: (i) cancel that Lender’s Commitments; (ii) declare that the Company must immediately repay or prepay the share Notes of that Lender in each Loan made to it together with accrued interest and all other amounts accrued under the Finance Documents towards that Lender; and (iii) the Commitment of that Lender will be immediately cancelledsuch Holder from such Net Debt Proceeds. (f) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if the Majority Lenders so require, the Facility Agent must, by notice to the Company: (i) cancel the Total Commitments; and (ii) declare all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents, to be immediately due and payable. Any such notice will take effect in accordance with its terms

Mandatory Prepayment. change of control (ai) For Immediately upon any Disposition by any Loan Party or its Subsidiaries pursuant to Section 6.02(c), and subject to the purposes of this Subclause: a change of control occurs if, after the Separation Date, any person or group of persons acting in concert gains control of more than 50 per cent. terms of the shares (or voting rights attaching to shares) in Intercreditor Agreement, the Company; acting in concert means acting together pursuant to an agreement or understanding (whether formal or informal); control has Borrowers shall prepay the meaning given to that term in section 5:45 outstanding principal amount of the Dutch Financial Markets Supervision Act; shares has the meaning given Loans in an amount equal to it in section 5:33 100% of the Dutch Financial Markets Supervision Act; Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and voting rights has their Subsidiaries (and not paid to the meaning given to it in section 5:33 Agent as a prepayment of the Dutch Financial Markets Supervision Act. Loans) shall exceed $1,000,000 for all such Dispositions in any Fiscal Year. Nothing contained in this subsection (bi) The Company must promptly notify the Facility Agent if it becomes aware shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any change of control, and the Facility Agent shall notify the Lenders of any notification it receives from the Company under this paragraph (bproperty other than in accordance with Section 6.02(c). (cii) After a change Upon the loss, destruction or taking by condemnation of controlany Collateral, a Lender is and subject to the terms of the Intercreditor Agreement, the Borrowers shall prepay the outstanding principal of the Loans in an amount equal to 100% of the Net Cash Proceeds of the insurance or other proceeds received by any Loan Party in connection therewith, PROVIDED, that, except during the continuance of an Event of Default, the insurance or other proceeds received by any Borrower in connection therewith shall not obliged be required to participate be so prepaid on such date to the extent such proceeds are used to replace or restore the properties or assets used in a Loan other than Permitted Business in respect of which such proceeds were paid if the Administrative Borrower delivers a Rollover Loan. (d) After certificate to the Agents within 30 days of such event stating that such proceeds shall be used to replace or restore any such properties or assets to be used in a change of control, the Lenders shall negotiate with the Company in good faith for Permitted Business within a period specified in such certificate not to exceed 365 days after the receipt of not more than 15 Business Days from the date such proceeds (which certificate shall set forth estimates of the notification by the Company proceeds to be so expended) and if all or any portion of such proceeds not so applied to the Facility Agent under paragraph (b) above with a view to agreeing whether repayment of the Facility can continue to be made available. (e) If no agreement is reached by Loans are not so used within the Company and period specified in the Lenders under paragraph (d) above before relevant certificate furnished pursuant hereto, such remaining portion shall prepay the outstanding principal of the Loans on the last day of the time period set out therein, if any Lender so requires, the Facility Agent must, by giving 20 Business Days’ notice to the Company: (i) cancel that Lender’s Commitments; (ii) declare that the Company must immediately repay or prepay the share of that Lender in each Loan made to it together with accrued interest and all other amounts accrued under the Finance Documents towards that Lender; andsuch specified period. (iii) Upon the Commitment issuance or incurrence by any Loan Party or any of that Lender will its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock (other than pursuant to stock option plans for employees, officers and directors), and subject to the terms of the Intercreditor Agreement, the Borrowers shall prepay the outstanding amount of the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (iii) shall not be immediately cancelleddeemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (fiv) If no agreement is reached Except as set forth in Section 2.05(b)(ii), upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts in excess of $1,000,000 in any Fiscal Year, and subject to the Company and the Lenders under paragraph (d) above before the last day terms of the time period set out therein, if the Majority Lenders so requireIntercreditor Agreement, the Facility Agent mustBorrowers shall prepay the outstanding principal of the Loans in an amount equal to 100% of such Extraordinary Receipts, by notice to the Company: (i) cancel the Total Commitments; and (ii) declare all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents, to be immediately due and payable. Any net of any reasonable expenses incurred in collecting such notice will take effect in accordance with its termsExtraordinary Receipts.

Mandatory Prepayment. change of control (ai) For If for any reason the purposes of Total Revolving Outstandings at any time exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Subclause: a change of control occurs if, Section 2.06(b)(i) unless after the Separation Date, any person or group of persons acting prepayment in concert gains control of more than 50 per cent. full of the shares (or voting rights attaching to shares) Revolving Loans the Total Revolving Outstandings exceed the Aggregate Revolving Credit Commitments then in the Company; acting in concert means acting together pursuant to an agreement or understanding (whether formal or informal); control has the meaning given to that term in section 5:45 of the Dutch Financial Markets Supervision Act; shares has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act; and voting rights has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Acteffect. (bii) The Company must promptly notify Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the Facility Agent if it becomes aware related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of Excess Cash Flow for the fiscal year covered by such financial statements. (iii) If the Borrower or any of its Subsidiaries Disposes of any change properties or assets other than pursuant to a Disposition permitted by Section 7.05, the Borrower shall prepay an aggregate principal amount of controlLoans equal to 100% of the amount of all the Net Cash Proceeds of such Disposition promptly (but in any case within ten (10) Business Days) after receipt thereof by the Borrower or such Subsidiary. The Borrower shall provide the Administrative Agent not less than three (3) Business Days' prior written notice (or one (1) Business Day's prior written notice, and in the Facility Agent shall notify the Lenders case of prepayment of any notification it receives Base Rate Loan) of each such prepayment, which notice shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the Net Cash Proceeds of such Disposition. Notwithstanding the application of this Section 2.06(b)(iii) to any Disposition that is not otherwise permitted under this Agreement, nothing in this Section 2.06(b)(iii) shall be deemed to permit any Disposition not expressly permitted under this Agreement or to constitute a waiver or cure of any Default or Event of Default that arises as a result of a Disposition that is not permitted under this Agreement. (iv) Within ten (10) Business Days after each private or public issuance of Equity Interests of the Borrower or any of its Subsidiaries, the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom; provided that no prepayment shall be required for the first $100,000 in Net Cash Proceeds in any year received from the Company exercise of options for Equity Interests of the Borrower or any of its Subsidiaries. The Borrower shall provide the Administrative Agent not less than three (3) Business Days' prior written notice (or one (1) Business Day's prior written notice, in the case of prepayment of any Base Rate Loan) of each such prepayment, which notice shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the Net Cash Proceeds of such issuance. Notwithstanding the application of this Section 2.06(b)(iv) to any issuance of Equity Interests that is not otherwise permitted under this paragraph Agreement, nothing in this Section 2.06(b)(iv) shall be deemed to permit any issuance of Equity Interests of the Borrower or any Subsidiary not expressly permitted under this Agreement or to constitute a waiver or cure of any Default or Event of Default that arises as a result of the issuance of any such Equity Interests that is not permitted under this Agreement. (bv) Within ten (10) Business Days after each private or public issuance or incurrence of the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness permitted by Section 7.03), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom. The Borrower shall provide the Administrative Agent not less than three (3) Business Days' prior written notice (or one (1) Business Day's prior written notice, in the case of prepayment of any Base Rate Loan) of each such prepayment, which notice shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the Net Cash Proceeds of such issuance or incurrence. Notwithstanding the application of this Section 2.06(b)(v) to any issuance of Indebtedness that is not otherwise permitted under this Agreement, nothing in this Section 2.06(b)(v) shall be deemed to permit any Indebtedness not expressly permitted under this Agreement or to constitute a waiver or cure of any Default or Event of Default that arises as a result of the incurrence of Indebtedness that is not permitted under this Agreement. (vi) If any Extraordinary Receipt is received by or paid to or for the account of the Borrower or any of its Subsidiaries and is not otherwise included in clause (iii), (iv) or (v) of this Section 2.06(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of the amount of all the Net Cash Proceeds received therefrom in excess of $750,000 in the aggregate in any fiscal year promptly (but in any case within ten (10) Business Days) after receipt thereof by the Borrower or such Subsidiary. The Borrower shall provide the Administrative Agent not less than three (3) Business Days' prior written notice (or one (1) Business Day's prior written notice, in the case of prepayment of any Base Rate Loan) of each such prepayment, which notice shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the Net Cash Proceeds of such Extraordinary Receipt. Notwithstanding the foregoing, so long as no Default or Event of Default shall then exist or would arise therefrom, the proceeds of any Extraordinary Receipts arising from the proceeds of insurance or condemnation awards with respect to any assets of the Borrower or its Subsidiaries shall not be required to be applied in accordance with this Section 2.06(b)(vi) on such date to the extent that Borrower shall have delivered to the Administrative Agent on or prior to such date a certificate signed by a Responsible Officer that such Net Cash Proceeds are expected to be reinvested in assets to replace or repair the assets subject to such Extraordinary Receipt within 365 days following the date of such Extraordinary Receipt (which certificate shall set forth the estimates of the proceeds to be so expended); provided that if all or any portion of such Net Cash Proceeds is not so reinvested within such 365-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.06(b)(vi). (cvii) After In the event that the Net Cash Proceeds from the consummation of the Permitted Sale-Leaseback Transactions exceed $30,000,000, the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of the amount by which all such Net Cash Proceeds exceeds $30,000,000 promptly (but in any case within ten (10) Business Days) after receipt thereof by the Borrower or such Subsidiary. The Borrower shall provide the Administrative Agent not less than three (3) Business Days' prior written notice (or one (1) Business Day's prior written notice, in the case of prepayment of any Base Rate Loan) of each such prepayment, which notice shall include a change certificate of control, a Lender is not obliged to participate Responsible Officer of the Borrower setting forth in a Loan other than a Rollover Loanreasonable detail the calculations utilized in computing the Net Cash Proceeds of such Permitted Sale-Leaseback Transactions. (dviii) After a change Each prepayment of control, Loans pursuant to this Section 2.06(b) shall be applied to the Lenders shall negotiate with the Company in good faith for a period of not more than 15 Business Days from the date remaining principal repayment installments of the notification by the Company to the Term Loan Facility Agent under paragraph on a pro rata basis. (bix) above with a view to agreeing whether the Facility can continue Any prepayment required to be made available. (e) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if any Lender so requires, the Facility Agent must, by giving 20 Business Days’ notice pursuant to the Company: (i) cancel that Lender’s Commitments; clauses (ii), (iii), (iv), (v), (vi) declare that the Company must immediately repay or prepay the share and (vii) of that Lender in each Loan this Section 2.06(b) shall be required to be made to it together with accrued interest and all other amounts accrued only for so long as there are any Outstanding Amounts under the Finance Documents towards that Lender; and (iii) the Commitment of that Lender will be immediately cancelledTerm Loan. (f) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if the Majority Lenders so require, the Facility Agent must, by notice to the Company: (i) cancel the Total Commitments; and (ii) declare all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents, to be immediately due and payable. Any such notice will take effect in accordance with its terms

Mandatory Prepayment. change of control (a) For the purposes of this Subclause: a change of control occurs if, after the Separation Date, any person or group of persons acting in concert gains control of more than 50 per cent. If as of the shares last day of any calendar quarter the LTV Ratio exceeds the Permitted LTV Ratio, but the LTV Ratio is not greater than 60%, and provided that no Event of Default has occurred and is continuing, Borrower shall either (or voting rights attaching i) add additional Real Property Assets to sharesthe Unleveraged Assets within ninety (90) in the Company; acting in concert means acting together pursuant to an agreement or understanding (whether formal or informal); control has the meaning given to that term in section 5:45 days of the Dutch Financial Markets Supervision Act; shares has date the meaning given LTV Ratio exceeded the Permitted LTV Ratio, in accordance with the provisions of Section 3.4, or (ii) pay to it in section 5:33 the Lead Agent, for the account of the Dutch Financial Markets Supervision Act; and voting rights has Banks, or pay to the meaning given to it in section 5:33 holder(s) of any outstanding Unsecured Debt, within 90 days of the Dutch Financial Markets Supervision Actdate the LTV Ratio exceeded the Permitted LTV Ratio, in each case in an amount such that the LTV Ratio subsequent to such payment is in compliance with the Permitted LTV Ratio. In the event that the LTV Ratio exceeds 60%, then Borrower shall, within five (5) Domestic Business Days from the date the Permitted LTV Ratio is exceeded, pay to the Lead Agent, for the account of the Banks, or pay to the holder(s) of any outstanding Unsecured Debt, an amount such that the LTV Ratio subsequent to such payment is in compliance with the Permitted LTV Ratio. (b) The Company must promptly notify the Facility Agent if it becomes aware of any change of controlBorrower shall not sell or release an Unleveraged Asset unless after giving effect to such sale or release, and the Facility Agent shall notify the Lenders of any notification it receives from the Company under this paragraph (b). (c) After a change of control, a Lender is not obliged to participate in a Loan other than a Rollover Loan. (d) After a change of control, the Lenders shall negotiate with the Company in good faith for a period of not more than 15 Business Days from the date of the notification by the Company to the Facility Agent under paragraph (b) above with a view to agreeing whether the Facility can continue to be made available. (e) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if any Lender so requires, the Facility Agent must, by giving 20 Business Days’ notice to the Company:either (i) cancel that Lender’s Commitments; Borrower shall remain in compliance with the provisions hereof, including without limitation, the provisions of Section 5.8, or (ii) declare prepay an amount at least equal to, the greater of (x) the amount required such that the Company must immediately repay or prepay LTV Ratio remains in compliance with the share of that Lender in each Loan made to it together with accrued interest and all other amounts accrued under the Finance Documents towards that Lender; and (iii) the Commitment of that Lender will be immediately cancelled. (f) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if the Majority Lenders so require, the Facility Agent must, by notice to the Company: (i) cancel the Total Commitments; and (ii) declare all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents, to be immediately due and payable. Any such notice will take effect in accordance with its termsPermitted LTV

Mandatory Prepayment. change of control (ai) For the purposes of this Subclause: a change of control occurs ifIf at any time, or from time to time, after the Separation Date, date hereof and following the occurrence and during the continuance of an Event of Default (as that term is defined below) the Obligor or any person or group of persons acting in concert gains control of more than 50 per cent. of the shares Obligor's Permitted Transferees (as that term is defined in a an Amended and Restated Shareholders' Agreement dated as of December 17, 1993 among the Company and its shareholders (the "Shareholders' Agreement")) shall receive or shall otherwise become entitled to receive from the Company (or voting rights attaching other holder of this Note) any cash payments, cash dividends or other cash distributions in respect of the Company's Common Stock, then and in each case the Obligor and any of the Obligor's Permitted Transferees shall, upon the receipt thereof, return to sharesthe Company (or other holder of this Note) such payments, dividends and distributions, and the Company (or other holder of this Note) shall apply such amount to the prepayment of the Obligations in the Company; acting manner set forth in concert means acting together pursuant Section 1(b), and the Company (or other holder of this Note) shall not be obligated to an agreement make any such payment, cash dividend or understanding (whether formal or informal); control has other cash distribution not theretofore made to which the meaning given to that term in section 5:45 Obligor and any of the Dutch Financial Markets Supervision Act; shares has Obligor's Permitted Transferees are otherwise entitled in respect of their Common Stock and may, instead, in lieu thereof, set off the meaning given to it in section 5:33 amount of such cash payment, cash dividend or other cash distribution against the Dutch Financial Markets Supervision Act; and voting rights has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision ActObligations. (bii) The Company must promptly notify If at any time, the Facility Agent if it becomes aware Obligor receives any proceeds from the sale by the Obligor or any of the Obligor's Permitted Transferees of any change Common Stock to anyone, the Net Proceeds (as defined in the Stock Pledge Agreement dated as of controlthe date hereof between the Obligor and the Company) from such sale of Common Stock shall be applied to the prepayment of this Note in the manner provided in the Stock Pledge Agreement. (iii) In addition to the provisions of subsections (c)(i) and (c)(ii) above: (A) If the Obligor voluntarily terminates his employment with the Company, or if the Company terminates the employment of the Obligor for Cause (as such term is defined in the Employment and Non-Competition Agreement dated May 1, 1996 by and between the Company and the Obligor, the "Employment Agreement"), then the Obligor shall, without the necessity of any notice or demand by the Company of any kind, immediately make a mandatory prepayment hereunder in an amount equal to the then outstanding Obligations. (B) If the Obligor dies, suffers a disability in accordance with Section 3.02 of the Employment Agreement or if the Company terminates his employment without Cause (as such term is defined in the Employment Agreement) (each an "Involuntary Termination"), then the Obligor shall, without the necessity of any notice or demand by the Company of any kind, immediately make a mandatory prepayment hereunder in an amount equal to the then outstanding Obligations; provided, however, that if upon such Involuntary Termination (I) either the Company exercises its Call Option (as defined in the Shareholders' Agreement) or the Obligor exercises his Put Option (as defined in the Shareholders' Agreement), and the Facility Agent shall notify proceeds of the Lenders exercise of any notification it receives from such Call Option or Put option, as the case may be, after first being applied to all of the then outstanding Obligations other than Converted Amounts, is not sufficient to pay all Converted Amounts, or (II) neither the Company under this paragraph exercises its Call Option nor the Obligor exercises his Put Option, then, in the case of subclause (bB)(I). , such unpaid Converted Amounts, and in the case of subclause (cB)(II), all outstanding Converted Amounts, shall not be immediately due and payable but shall be due and payable in equal monthly installments ("Converted Amount Installments") After a change payable on the first day of control, a Lender is not obliged to participate in a Loan other than a Rollover Loan. (d) After a change of control, the Lenders shall negotiate with the Company in good faith for a period of not more than 15 Business Days each month from the date of the notification by Involuntary Termination until the Maturity Date; provided further, however, that the Obligor's obligation to pay Converted Amount Installments shall cease at such time as the Company has no further obligation to pay any amounts to the Facility Agent Obligor either under paragraph (b) above with a view to agreeing whether the Facility can continue to be made available. (e) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day Section 3.02 of the time period set out therein, if any Lender so requires, Employment Agreement (in the Facility Agent must, by giving 20 Business Days’ notice to the Company: (i) cancel that Lender’s Commitments; (ii) declare that the Company must immediately repay or prepay the share of that Lender in each Loan made to it together with accrued interest and all other amounts accrued under the Finance Documents towards that Lender; and (iii) the Commitment of that Lender will be immediately cancelled. (f) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day case of the time period set out therein, if Obligor's death or disability) or Section 3.03 of the Majority Lenders so require, Employment Agreement (in the Facility Agent must, by notice to case of the Company: (i) cancel termination of the Total Commitments; and (ii) declare all outstanding Loans, together Obligor's employment without Cause). The Converted Amount shall bear interest hereunder at the Stated Rate and such interest shall be payable with accrued interest and all other amounts accrued under the Finance Documents, to be immediately due and payable. Any such notice will take effect in accordance with its termseach Converted Amount Installment.

Mandatory Prepayment. change of control (a) For The Borrower shall prepay the purposes Loans ratably in accordance with the aggregate outstanding principal balances thereof, with the Net Cash Proceeds of: (i) any direct or indirect public offering or private placement of this Subclause: a change the Permanent Securities, or any other debt or equity securities of control occurs if, the Borrower or any Guarantor issued after the Separation Date, Closing Date other than (A) any person issuance of directors' qualifying shares and (B) any issuance or group sale of persons acting in concert gains control of more than 50 per cent. common stock (or common stock equivalents) of the shares Borrower to officers and employees under employee benefit or compensation plans, (ii) the incurrence of any other Indebtedness by the Borrower or voting rights attaching any of its Subsidiaries after the Closing Date (other than Indebtedness permitted to sharesbe incurred under the Credit Agreement pursuant to Section 4.9) and (iii) any Asset Sale by the Borrower or any of its Subsidiaries after the Closing Date (other than an Asset Sale permitted under Section 4.12) (each of the transactions in the Company; acting in concert means acting together foregoing clauses (i), (ii) and (iii), a "CAPITAL MARKETS TRANSACTION"). The Borrower shall, not later than the fourth Business Day following any Capital Markets Transaction, apply such Net Cash Proceeds to prepay the Loans pursuant to this Section 2.5, without premium or penalty, by paying to each Lender an agreement or understanding (whether formal or informal); control has the meaning given amount equal to that term in section 5:45 100% of such Lender's pro rata share of the Dutch Financial Markets Supervision Act; shares has the meaning given to it in section 5:33 aggregate principal amount of the Dutch Financial Markets Supervision Act; Loans to be prepaid, plus accrued and voting rights has unpaid interest thereon to the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision ActPrepayment Date. (b) The Company must promptly notify the Facility Agent if it becomes aware of any change of control, Subject to and the Facility Agent shall notify the Lenders of any notification it receives from the Company under this paragraph (b). (c) After a change of control, a Lender is not obliged to participate in a Loan other than a Rollover Loan. (d) After a change of control, the Lenders shall negotiate with the Company in good faith for a period of not more than 15 Business Days from the date of the notification by the Company to the Facility Agent under paragraph (b) above with a view to agreeing whether the Facility can continue to be made available. (e) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if any Lender so requires, the Facility Agent must, by giving 20 Business Days’ notice to the Company: (i) cancel that Lender’s Commitments; (ii) declare that the Company must immediately repay or prepay the share of that Lender in each Loan made to it together with accrued interest and all other amounts accrued under the Finance Documents towards that Lender; and (iii) the Commitment of that Lender will be immediately cancelled. (f) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if the Majority Lenders so require, the Facility Agent must, by notice to the Company: (i) cancel the Total Commitments; and (ii) declare all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents, to be immediately due and payable. Any such notice will take effect in accordance with its termsSection 4.17, in the event of any Change of Control, the Borrower shall offer to prepay the Loans pursuant to Section 4.17.

Mandatory Prepayment. change of control (a) For To the purposes extent that the Issuers sell or cause to be sold any or all of this Subclause: the NexCen Stock or any or all of the Capital Stock of TCBY or all or substantially all of the assets of TCBY, which sales shall constitute Asset Sales and be subject to the provisions of the first paragraph of Section 4.13, the Issuers shall first use the Net Cash Proceeds therefrom to pay the Covered Obligations (as defined in the Plan) and then to prepay the Notes on a change of control occurs if, date not more than 45 days after the Separation Date, any person or group of persons acting in concert gains control of more than 50 per cent. receipt of the shares applicable Net Cash Proceeds from such sale (or voting rights attaching to sharesan “Asset Sale Mandatory Prepayment Date”) in an amount equal to 100% of such remaining Net Cash Proceeds (the Company; acting in concert means acting together pursuant to an agreement or understanding (whether formal or informal“Asset Sale Mandatory Prepayment Amount”); control has , unless the meaning given to that term in section 5:45 amount of the Dutch Financial Markets Supervision Act; shares has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act; and voting rights has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Actsuch Net Cash Proceeds is less than $50,000. (b) The Company must promptly notify the Facility Agent if it becomes aware of any change of control, and the Facility Agent Notes shall notify the Lenders of any notification it receives be prepaid from the Company under this paragraph Net Cash Proceeds received from the exercise of the Warrants not more than 45 days after receipt of the applicable Net Cash Proceeds from such issuance of such Capital Stock (bthe “Equity Mandatory Prepayment Date”) in an amount equal to 100% of the Net Cash Proceeds therefrom (the “Equity Mandatory Prepayment Amount”), unless the amount of such Net Cash Proceeds is less than $50,000. (c) After On the fifth Business Day following the receipt of Net Cash Proceeds pursuant to a change transaction covered by clause (a) or (b) of controlthis Section 3.07, the Company shall deliver to the Trustee an Officers’ Certificate selling forth a Lender is not obliged to participate in description of the applicable transaction and a Loan other than a Rollover Loancalculation of the applicable Net Cash Proceeds and the applicable Mandatory Prepayment Amount. On or before the record date for the Mandatory Prepayment, the Company shall publicly announce the aggregate amount of the Mandatory Prepayment. (d) After a change of control, The record date for any such Mandatory Prepayment shall be fifteen days after the Lenders shall negotiate with the Company in good faith for a period of not more than 15 Business Days from the date of the notification receipt by the Company or its Restricted Subsidiaries of the applicable Net Cash Proceeds. On or prior to 10:00 a.m., New York City time, on any Mandatory Prepayment Date, the Facility Company shall deposit with the Trustee or with the Paying Agent under paragraph (b) above with a view to agreeing whether the Facility can continue to be made availableMandatory Prepayment Amount. (e) If no agreement is reached by The Mandatory Prepayment Amount shall be applied on a pro rata basis to make a partial payment of principal on each Note and accrued and unpaid interest on the Company and the Lenders under paragraph (d) above before the last day portion of the time period set out thereinprincipal being so repaid on the Mandatory Prepayment Date, if any Lender so requiresprovided, the Facility Agent musthowever, by giving 20 Business Days’ notice that installments of interest whose Interest Payment Date is on or prior to the Company: (i) cancel that Lender’s Commitments; (ii) declare that the Company must immediately repay or prepay the share of that Lender in each Loan made to it together with accrued interest and all other amounts accrued under the Finance Documents towards that Lender; and (iii) the Commitment of that Lender will Mandatory Prepayment Date shall be immediately cancelled. (f) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if the Majority Lenders so require, the Facility Agent must, by notice payable to the Company: (i) cancel Holders of such Notes, or one or more predecessor Notes, registered as such at the Total Commitments; and (ii) declare all outstanding Loans, together with accrued interest and all other amounts accrued under close of business on the Finance Documents, relevant Record Dates according to be immediately due and payable. Any such notice will take effect in accordance with its their terms.

Mandatory Prepayment. change of control (a) For the purposes of this Subclause: a change of control occurs if, after the Separation Date, any person or group of persons acting in concert gains control of more than 50 per cent. of the shares (or voting rights attaching to shares) in the Company; acting in concert means acting together pursuant to an agreement or understanding (whether formal or informal); control has the meaning given to that term in section 5:45 of the Dutch Financial Markets Supervision Act; shares has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act; and voting rights has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act. (b) The Company must promptly notify the Facility Agent if it becomes aware of any change of control, and the Facility Agent shall notify the Lenders of any notification it receives from the Company under this paragraph (b). (c) After a change of control, a Lender is not obliged to participate in a Loan other than a Rollover Loan. (d) After a change of control, the Lenders shall negotiate with the Company in good faith for a period of not more than 15 Business Days from the date of the notification by the Company to the Facility Agent under paragraph (b) above with a view to agreeing whether the Facility can continue to be made available. (e) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if any Lender so requires, the Facility Agent must, by giving 20 Business Days’ notice to the Company: (i) cancel In the event and on each Business Day on which the Total Revolving Exposure exceeds the Line Cap, the Borrower shall prepay the Revolving Loans and/or reduce Letter of Credit Obligations, in an aggregate amount equal to such excess by taking the following actions: (A) first, prepayment of Revolving Loans and (B) second, with respect to such excess Letter of Credit Obligations, Cash Collateralization of such Letters of Credit (but in any event, such payments of Revolving Loans and such Cash Collateralization of Letters of Credit shall in the aggregate be equal to such excess); provided, that Lender’s Commitments;if the circumstances described in this clause (c)(i) are the result of the imposition of or increase in a Reserve, the Borrower shall not be required to make the initial prepayment or deposit until the third Business Day following the date on which Administrative Agent notifies the Borrower of such imposition or increase. (ii) declare that At all times after the Company must immediately repay or prepay occurrence and during the share continuance of that Lender in each Loan made to it together with accrued interest a Cash Dominion Period and all other amounts accrued under the Finance Documents towards that Lender; and (iii) the Commitment of that Lender will be immediately cancelled. (f) If no agreement is reached notification thereof by the Company Administrative Agent to the Borrower (subject to the provisions of Section 4.04(b) and to any applicable terms of the Security Agreement), on each Business Day, at or before 1:00 p.m., New York City time, the Administrative Agent shall apply all immediately available funds credited to the Administrative Agent Account or otherwise received by Administrative Agent for application to the Obligations, first to pay any fees, indemnities or expense reimbursements then due and payable to the Administrative Agent, the L/C Issuers and the Lenders under paragraph (d) above before constituting Obligations, pro rata, second to pay interest then due and payable in respect of any Revolving Loans that may be outstanding, pro rata, third to all Protective Advances and unreimbursed Overadvances payable to the last day Administrative Agent until paid in full, fourth, to prepay the principal of the time period set out therein, if the Majority Lenders so require, the Facility Agent must, by notice to the Company: (i) cancel the Total Commitments; and (ii) declare all outstanding Revolving Loans, together with accrued interest pro rata, fifth to Cash Collateralize the aggregate face amount of outstanding Letter of Credit Obligations, pro rata and all other amounts accrued under sixth, as the Finance Documents, to be immediately due and payable. Any such notice will take effect in accordance with its termsBorrower may direct.

Mandatory Prepayment. change of control (a) For the purposes of this Subclause: a change of control occurs if, after the Separation Date, any person or group of persons acting in concert gains control of more than 50 per cent. of the shares (or voting rights attaching to shares) in the Company; acting in concert means acting together pursuant to an agreement or understanding (whether formal or informal); control has the meaning given to that term in section 5:45 of the Dutch Financial Markets Supervision Act; shares has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act; and voting rights has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act. (b1) The Company must promptly shall notify the Facility Administrative Agent if it becomes immediately upon becoming aware of any change Change of control, Control. Upon receipt of such notice and the Facility Agent shall notify the Lenders of any notification it receives from the Company under this paragraph (b). (c) After a change of control, a Lender is not obliged to participate in a Loan other than a Rollover Loan. (d) After a change of control, the Lenders shall negotiate with the Company in good faith for a period of not more than 15 Business Days from 90 days thereafter, the date of the notification Required Lenders shall be entitled, by written notice to the Company received within such period, to terminate the Facility Agent under paragraph (b) above with a view to agreeing whether the Facility can continue to be made available. (e) If no agreement is reached by Commitments in whole and require the Company and the Lenders under paragraph (d) above before the last day Designated Borrower to prepay all outstanding Advances within five Business Days of the time period set out thereinits receipt of such notice, if together with any Lender so requires, the Facility Agent must, by giving 20 Business Days’ notice accrued and unpaid interest thereon to the Company:date of such prepayment and any other amounts due hereunder. Notwithstanding any other provision contained herein, a Change of Control shall not, in and of itself, constitute a Default hereunder. (2) The Company shall (i) cancel that Lender’s Commitments; on the date of any Debt or Equity Issuance yielding total cash proceeds in an amount at least equal to $100,000,000 (a “Qualifying Issuance”) and (ii) declare that on the Company must immediately repay date of any Debt or prepay the share of that Lender in each Loan made to it Equity Issuance other than a Qualifying Issuance (a “Non-Qualifying Issuance”) yielding total cash proceeds, taken together with accrued interest the total cash proceeds of all prior Non-Qualifying Issuances as to which a prepayment has not yet been made under this paragraph, in excess of $100,000,000 (such excess amount, the “Excess Proceeds”), prepay and cause the Designated Borrower to prepay all other amounts accrued under outstanding Advances in an aggregate principal amount equal to such total cash proceeds (in the Finance Documents towards that Lender; and (iii) the Commitment of that Lender will be immediately cancelled. (f) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day case of the time period set out thereinforegoing clause (i)) or such Excess Proceeds (in the case of the foregoing clause (ii)), if the Majority Lenders so requirenet of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (such net amount, the Facility Agent must, by notice to the Company: (i) cancel the Total Commitments; and (ii) declare all outstanding Loans“Net Amount”), together with any accrued and unpaid interest thereon to the date of prepayment and all any other amounts accrued under due hereunder, and, in connection therewith, the Finance DocumentsCommitments shall be permanently reduced by an aggregate amount equal to such Net Amount, such reduction to be immediately due and payable. Any such notice will take effect in accordance with its termsapplied to the Commitments of the Lenders ratably based on the aggregate amount of the Commitments of each of the Lenders.

Mandatory Prepayment. change Prepayment of controlthe Loan shall be mandatory, and the Company shall reduce the amount of the Loan, in the event that, and in the amount by which: (a) For the purposes aggregate amount of this Subclause: a change insurance proceeds received by the Company for or in respect of control occurs ifits properties or assets during any Fiscal Year, which are not applied or committed within 180 days after the Separation Datereceipt thereof to the repair or replacement of such properties or assets, any person or group of persons acting in concert gains control of more than 50 per cent. of the shares (or voting rights attaching to shares) in the Companyexceeds $2,000,000; acting in concert means acting together pursuant to an agreement or understanding (whether formal or informal); control has the meaning given to that term in section 5:45 of the Dutch Financial Markets Supervision Act; shares has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act; and voting rights has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act.and (b) The Company must promptly notify the Facility Agent amount by which (x) the sum of (i) Restricted Payments made in any Fiscal Year and (ii) any other payment to the Sponsor or any Affiliate of the Sponsor referred to in Section 7.06(b) made in such Fiscal Year exceeds (y) (A) seventy percent (70%) of the Company's Net Income for the preceding Fiscal Year, as reflected in the Company's audited Financial Statements or (B) if it becomes aware of any change of control, and the Facility Agent shall notify the Lenders of any notification it receives audited Financial Statements for such preceding Fiscal Year have not yet been delivered to OPIC but at least 90 days have passed from the Company under this paragraph end of such preceding Fiscal Year, thirty-five percent (b). (c35%) After a change of controlthe Company's Net Income for such preceding Fiscal Year, a Lender is not obliged as shown in the Company's unaudited Financial Statements for such preceding Fiscal Year, as certified to participate in a Loan other than a Rollover Loan. (d) After a change OPIC by an Authorized Officer of control, the Lenders shall negotiate with the Company before such Restricted Payment is made. No Restricted Payments referred to in good faith for a period of not more than 15 Business Days from the date clause (B) of the notification foregoing sentence may be made unless arrangements satisfactory to OPIC shall have been made with respect to any part of such Restricted Payments that prove to have exceeded seventy percent (70%) of the Company's Net Income for the preceding Fiscal Year, as shown in the Company's audited Financial Statements for the repayment of such part to the Company or for the prepayment by the Company of a principal amount of the Loan equal to the Facility Agent under paragraph (b) above with a view to agreeing whether the Facility can continue to be made available. (e) If no agreement is reached by the amount of such part. The Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if any Lender so requires, the Facility Agent must, by giving 20 Business Days’ notice to the Company: shall (i) cancel that Lender’s Commitments; within 10 Business Days after the occurrence of any event requiring funds to be applied to a prepayment pursuant to this Section, give notice to OPIC describing such event and specifying the principal amount of such prepayment and the Business Day (specified in accordance with the requirements of the applicable Funding Documents) on which such prepayment shall be made and (ii) declare that on the Company must immediately repay or prepay Business Day so specified, make the share of that Lender in each Loan made to it together with accrued interest and all other amounts accrued under the Finance Documents towards that Lender; and (iii) the Commitment of that Lender will be immediately cancelled. (f) If no agreement is reached prepayment required by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if the Majority Lenders so require, the Facility Agent must, by notice to the Company: (i) cancel the Total Commitments; and (ii) declare all outstanding Loansthis Section, together with accrued and unpaid interest and all other amounts accrued under Prepayment Premium (if any) on the Finance Documents, principal amount prepaid. Amounts applied to prepayment of the Loan pursuant to this Section shall be immediately due and payable. Any such notice will take effect allocated among the outstanding Disbursements in accordance with its termsthe Funding Documents and shall be applied to the repayment schedule provided for in Section 2.07 in inverse order of maturity. For purposes of determining whether any Prepayment Premium is due, the Loan prepayment resulting from this Section 2.08 shall have the same effect as if such prepayment occurred pursuant to Section 2.07, except that solely with respect to Section 2.08(a) no Prepayment Premium shall be due.

Mandatory Prepayment. change of controlThe outstanding Obligations shall be subject to prepayment as follows: (a) For If on any date any Loan Party shall have received Net Proceeds from any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any Collateral permitted pursuant to clause (q) of the definition of “Permitted Dispositions”, to the extent that such Net Proceeds are not required to be applied to the payment of obligations of the Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f) unless, provided that (a) no Specified Default has occurred and is continuing, (i) the proceeds therefrom are utilized for purposes of this Subclause: a change replacing, restoring or repairing the assets in respect of control occurs if, after the Separation Date, which such proceeds were received or reinvesting in assets used or useful in any person or group of persons acting in concert gains control of more than 50 per cent. of the shares Loan Parties’ or Restricted Subsidiaries business within twelve (12) months of the receipt of such proceeds (or voting rights attaching within eighteen (18) months of receipt of such proceeds if a letter of intent or other binding commitment to sharesreinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds) and (b) no such prepayment shall be required in respect of any Net Proceeds unless and until such amount exceeds $10,000,000 in any Fiscal Year (and all amounts under such amount may be retained by the Company; acting in concert means acting together pursuant to an agreement or understanding (whether formal or informalBorrower); control has the meaning given to that term in section 5:45 of the Dutch Financial Markets Supervision Act; shares has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act; and voting rights has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act. (b) The Company must promptly notify If on any date any Loan Party shall have received Net Proceeds from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation, expropriation or similar proceeding of, any Collateral of a Loan Party, to the Facility Agent extent that such Net Proceeds are not required to be applied to the payment of obligations of the Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f) unless (i) the proceeds therefrom are required to be paid to the holder of a Lien on such property or asset having priority over the Lien of the Collateral Agent, or (ii) the proceeds therefrom are utilized for purposes of replacing, restoring or repairing the assets in respect of which such proceeds, awards or payments were received or reinvesting in assets used or useful in any of the Loan Parties’ or their Restricted Subsidiaries’ business within twelve (12) months of the receipt of such proceeds (or within eighteen (18) months of receipt of such proceeds if it becomes aware a letter of intent or other binding commitment to reinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds); provided that no such prepayment shall be required in respect of any change of control, Net Proceeds unless and until such amount exceeds $10,000,000 in any Fiscal Year (and all amounts under such amount may be retained by the Facility Agent shall notify the Lenders of any notification it receives from the Company under this paragraph (bBorrower). (c) After a change If on any date any Loan Party shall have received Net Proceeds (i) from any Refinancing Term Loans or Indebtedness pursuant to clause (v)(i) of control, a Lender is not obliged to participate in a Loan the definition of “Permitted Indebtedness” or (ii) from the incurrence of any Indebtedness of the Borrower or any of its Subsidiaries (other than a Rollover LoanPermitted Indebtedness), an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f). (d) After a change If, for any Fiscal Year of controlthe Borrower commencing with the Fiscal Year ending January 28, 2012, there shall be Excess Cash Flow, the Lenders Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount, if positive, equal to the excess of (i) the ECF Percentage of such Excess Cash Flow minus (ii) the principal amount of Term Loans optionally prepaid pursuant to SECTION 2.16 during such Fiscal Year toward the prepayment of the Term Loans as set forth in SECTION 2.17(f) and the amount expended by the Borrower pursuant to SECTIONS 2.16(d) and 9.04(g) during such Fiscal Year. Each such prepayment shall negotiate with the Company in good faith for be made on a period of not more date (an “Excess Cash Flow Application Date”) no later than 15 five Business Days from after the date on which the compliance certificate of the notification by the Company Borrower has been delivered pursuant to the Facility Agent under paragraph (b) above with a view to agreeing whether the Facility can continue to be made availableSECTION 5.01(d). (e) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if any Lender so requires, the Facility Agent must, by giving 20 Business Days’ notice to the Company: (i) cancel that Lender’s Commitments; (ii) declare that the Company must immediately repay or prepay the share of that Lender in each Loan made to it together with accrued interest and all other amounts accrued under the Finance Documents towards that Lender; and (iii) the Commitment of that Lender will be immediately cancelled[Reserved]. (f) If no agreement is reached by the Company and the Lenders under paragraph Any prepayment of any Term Loans pursuant to SECTIONS 2.17(a) through (d) above shall be applied to repay Term Loans of each then outstanding Class, provided, that (i) any prepayment of any Term Loans pursuant to SECTION 2.17(c) shall be applied to repay Term Loans of only those Class(es) selected by the Borrower. Any prepayment of any Class of Term Loans in accordance with the foregoing shall be applied to the remaining scheduled installments of principal of such Term Loans pursuant to SECTION 2.04 as directed by the Borrower, (ii) to the extent any Qualifying Secured Debt that is secured on a pari passu basis with the Obligations requires a prepayment from Excess Cash Flow, the amount of the prepayment of the Term Loans required above shall be reduced in proportion of the ratio of the aggregate principal amount of the Term Loans then outstanding to the aggregate amount of the Term Loans and such Qualifying Secured Debt then outstanding and (iii) any Lender may elect to decline its share of any prepayment pursuant to clause (a), (b) or (d) above by giving notice to the Administrative Agent within one Business Day following the date the Borrower gives notice of such prepayment (any amount declined by a Lender pursuant to this subclause (iii) a “Declined Amount”). Subject to the foregoing, outstanding Prime Rate Loans of any Class shall be prepaid before outstanding LIBO Loans of such Class are prepaid. No prepayment of LIBO Loans of any Class shall be permitted pursuant to this SECTION 2.17 until the last day of an Interest Period applicable thereto, unless the time period set out thereinBorrower reimburses the Lenders for all Breakage Costs associated therewith within fifteen (15) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, if as long as no Specified Default has occurred and is continuing, at the Majority Lenders so requirerequest of the Borrower, the Facility Administrative Agent must, by notice shall hold all amounts required to be applied to LIBO Loans of a particular Class in a Cash Collateral Account and will apply such funds to the Company:applicable LIBO Loans of such Class at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the occurrence and during the continuance of any other Event of Default). (ig) cancel The Borrower shall prepay all Non-Converted Term B-2 Loans on the Total Commitments; and (ii) declare all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents, to be immediately due and payableAmendment No. Any such notice will take effect in accordance with its terms4

Mandatory Prepayment. change of control (a) For the purposes of this Subclause: a change of control occurs if, after the Separation Date, any person or group of persons acting in concert gains control of more than 50 per cent. Any and all principal of the shares (or voting rights attaching to shares) Notes remaining unpaid, together with all interest accrued but unpaid thereon, automatically and unconditionally shall be due and payable in full in cash on the Company; acting in concert means acting together pursuant to an agreement or understanding (whether formal or informal); control has the meaning given to that term in section 5:45 of the Dutch Financial Markets Supervision Act; shares has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act; and voting rights has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision ActFinal Maturity Date. (b) In the event of a Change of Control, each Investor shall have the option to require the Company to repurchase all the Notes held by such Investor at a purchase price in cash equal to the then outstanding principal amount of the Notes plus the Applicable Prepayment Premium, together with all interest accrued on such Notes through the date of repurchase. The Company must promptly notify shall give the Facility Agent if it becomes aware Investors notice (a "CHANGE OF CONTROL NOTICE") of any change transaction that would result in a Change of control, and Control not less than thirty (30) days prior to the Facility Agent shall notify anticipated date of the Lenders consummation of any notification it receives from such transaction (but in no event later than the third Business Day following the Company under this paragraph becoming aware thereof). Any Investor may exercise its right to require the Company to repurchase the Notes held by it by delivering written notice of such exercise (ba "REPURCHASE NOTICE") to the Company within twenty (20) days after receipt of the Change of Control Notice. Within 15 days after the first date of receipt of a Repurchase Notice by the Company (the "REPURCHASE NOTICE DATE"). (c) After a change of control, a Lender is not obliged to participate in a Loan other than a Rollover Loan. (d) After a change of control, the Lenders Company shall negotiate with give a notice to all other Investors advising them of the receipt by the Company in good faith for of such Repurchase Notice, together with a period copy of not more than such Repurchase Notice. The date upon which the Company shall so advise such other Holders is herein called the "COMPANY NOTICE DATE". Within 15 Business Days from days after the Company Notice Date, each such other Investor also may give a Repurchase Notice to the Company and each such Repurchase Notice shall be deemed given as of the date of the notification by the Company to the Facility Agent under paragraph (b) above with a view to agreeing whether the Facility can continue to be made available. (e) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if any Lender so requires, the Facility Agent must, by giving 20 Business Days’ notice to the Company: (i) cancel that Lender’s Commitments; (ii) declare that the Company must immediately repay or prepay the share of that Lender in each Loan made to it together with accrued interest and all other amounts accrued under the Finance Documents towards that Lender; and (iii) the Commitment of that Lender will be immediately cancelled. (f) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if the Majority Lenders so require, the Facility Agent must, by notice to the Company: (i) cancel the Total Commitments; and (ii) declare all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents, to be immediately due and payable. Any such notice will take effect in accordance with its termsRepurchase Notice

Mandatory Prepayment. change of control (a) For During the purposes of this Subclause: a change of control occurs if, after the Separation Date, any person or group of persons acting in concert gains control of more than 50 per cent. term of the shares Note, (or voting rights attaching to sharesi) in the Company; acting event that the Company consummates any single or contemporaneous public or private offerings of securities in concert means acting together which the Company receives gross proceeds in the aggregate equal to or greater than $2,000,000 (a “ Qualified Offering ”), excluding investments from officers, directors and related entities, or (ii) in the event that the Company receives funds pursuant to an agreement or understanding a repayment from a related party of promissory notes issued to such entity (whether formal or informaleach a “ Non-Qualified Offering ”); control has , at any time upon thirty (30) days written notice to the meaning given Holder, but subject to that term in section 5:45 the Holder’s conversion rights set forth herein, the Company shall make payment to the Holder , from up to 25% of the Dutch Financial Markets Supervision Act; shares has proceeds from such Qualified Offering or Non-Qualified Offering, as applicable, of an amount in cash as follows: (w) the meaning given to it in section 5:33 principal amount of the Dutch Financial Markets Supervision Act; Note then outstanding plus (x) accrued and voting rights has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act. (b) The Company must promptly notify the Facility Agent if it becomes aware of any change of control, unpaid guaranteed interest and the Facility Agent shall notify Make-Whole Amount on the Lenders of any notification it receives from the Company under this paragraph (b). (c) After a change of control, a Lender is not obliged outstanding principal amount to participate in a Loan other than a Rollover Loan. (d) After a change of control, the Lenders shall negotiate with the Company in good faith for a period of not more than 15 Business Days from the date of mandatory prepayment (the notification by “ Mandatory Prepayment Date ”) plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). For the avoidance of doubt and subject to the notice periods and payment terms outlined herein, any mandatory prepayment of the Company to the Facility Agent under paragraph (b) above with a view to agreeing whether Holder shall be applied first in the Facility can continue to be made available. (e) If no agreement is reached following order unless modified by the Company and the Lenders under paragraph (d) above before the last day parties in writing: First, mandatory prepayment of the time period set out thereinSenior Secured Convertible Promissory Note, if any Lender so requiresdated July 2, 2018 (as amended, the Facility Agent must“July Note”), by giving 20 Business Days’ notice to on the Company: terms therein; Second, mandatory prepayment of the Senior Secured Convertible Promissory Note, dated September 2, 2018 (i) cancel that Lender’s Commitments; (ii) declare that as amended, the “September Note”), on the terms therein; and Lastly, mandatory prepayment of this Note. Under no circumstance shall the Company must immediately repay be obligated to pay the applicable mandatory prepayment with respect to more than one of this Note or prepay the share of that Lender July or September Notes in each Loan made connection with any Qualified Offering or Non-Qualified Offering; for example, there shall be no requirement to it together with accrued interest and all other amounts accrued under make a mandatory prepayment on the Finance Documents towards that Lender; and (iii) September Note or this Note until the Commitment of that Lender will be immediately cancelled. (f) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day entirety of the time period set out therein, if outstanding principal amount and accrued but unpaid interest on the Majority Lenders so require, the Facility Agent must, by notice to the Company: (i) cancel the Total Commitments; and (ii) declare all outstanding Loans, together with accrued interest July Note shall have been repaid and all other amounts accrued under the Finance Documents, to be immediately due and payable. Any such notice will take effect in accordance with its termsJuly Note shall have been cancelled upon repayment.

Mandatory Prepayment. change of control (a) For The Company shall repay the purposes of this Subclause: a change of control occurs ifNotes on September 20, after the Separation Date2005, any person or group of persons acting September 20, 2006 and September 20, 2007, in concert gains control of more than 50 per cent. cash in an amount equal to 33.33% of the shares (or voting rights attaching to shares) in the Company; acting in concert means acting together pursuant to an agreement or understanding (whether formal or informal); control has the meaning given to that term in section 5:45 outstanding principal amount of the Dutch Financial Markets Supervision Act; shares has Notes on each such date, together with interest accrued but unpaid on the meaning given to it in section 5:33 principal portion of the Dutch Financial Markets Supervision Act; and voting rights has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision ActNotes being repaid on each such date. (b) The Company must promptly notify Any and all principal of the Facility Agent if it becomes aware of any change of controlNotes remaining unpaid, together with all interest accrued but unpaid thereon, automatically and unconditionally shall be due and payable in full in cash on the Facility Agent shall notify the Lenders of any notification it receives from the Company under this paragraph (b)Final Maturity Date. (c) After In the event of a change Change of controlControl, each Investor shall have the option to require the Company to repurchase all the Notes held by such Investor at a Lender is not obliged purchase price in cash equal to participate the then outstanding principal amount of the Notes plus the Applicable Prepayment Premium, together with all interest accrued on such Notes through the date of repurchase. The Company shall give the Investors notice (a "Change of Control Notice") of any transaction that would result in a Loan Change of Control not less than thirty (30) days prior to the anticipated date of the consummation of such transaction (but in no event later than the third Business Day following the Company becoming aware thereof). Any Investor may exercise its right to require the Company to repurchase the Notes held by it by delivering written notice of such exercise (a "Repurchase Notice") to the Company within twenty (20) days after receipt of the Change of Control Notice. Within 15 days after the first date of receipt of a Repurchase Notice by the Company (the "Repurchase Notice Date"), the Company shall give a notice to all other Investors advising them of the receipt by the Company of such Repurchase Notice, together with a copy of such Repurchase Notice. The date upon which the Company shall so advise such other Holders is herein called the "Company Notice Date". Within 15 days after the Company Notice Date, each such other Investor also may give a Repurchase Notice to the Company and each such Repurchase Notice shall be deemed given as of the date of the Repurchase Notice given by the Investor initially exercising its repurchase rights hereunder. The repurchase of the Notes shall be consummated on a date selected by the Company upon at least 15 days' prior written notice to the Investors which have given the relevant Repurchase Notice(s), but in no event later than a Rollover Loanthe date of consummation of such Change of Control or three (3) Business Days after the Company becomes aware of such Change of Control (the "Repurchase Closing Date"). On the Repurchase Closing Date, the Company shall purchase from the Investors which have given such Repurchase Notice(s), and such Investor shall sell to the Company, the Notes held by such Investor for the purchase price specified in this paragraph (c). (d) After a change In connection with any Change of controlControl, the Lenders shall negotiate with the Company in good faith for a period of not more than 15 Business Days from the date of the notification by the Company covenants to the Facility Agent under paragraph (b) above with a view to agreeing whether the Facility can continue to be made available. (e) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if any Lender so requires, the Facility Agent must, by giving 20 Business Days’ notice to the Company: (i) cancel that Lender’s Commitments; repay in full all Indebtedness under the Senior Credit Agreement and to terminate all commitments thereunder and to repay in full all other Senior Indebtedness the terms of which require repayment upon a Change of Control or offer to repay in full and terminate all commitments under all Indebtedness under the Senior Credit Agreement and all other such Senior Indebtedness or (ii) declare that obtain the Company must immediately repay or prepay requisite consents under the share of that Lender in each Loan made to it together with accrued interest Senior Credit Agreement and all other amounts accrued under Senior Indebtedness to permit the Finance Documents towards that Lender; and (iii) repurchase of the Commitment of that Lender will be immediately cancelled. (f) If no agreement is reached by the Company and the Lenders under Notes as provided in paragraph (dc) above above. The Company shall first comply with the covenant in the immediately preceding sentence before it shall be required to repurchase the last day of the time period set out therein, if the Majority Lenders so require, the Facility Agent must, by notice Notes pursuant to the provisions above. The Company: (i) cancel 's failure to comply with the Total Commitments; and (ii) declare all outstanding Loans, together with accrued interest and all other amounts accrued under covenant described in the Finance Documents, to be immediately due and payable. Any such notice will take effect in accordance with its termspreceding sentence shall constitute an Event of Default.

Mandatory Prepayment. change of controlThe outstanding Obligations shall be subject to prepayment as follows: (a) For If on any date any Loan Party shall have received Net Proceeds from any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any Collateral permitted pursuant to clause (q) of the definition of “Permitted Dispositions”, to the extent that such Net Proceeds are not required to be applied to the payment of obligations of the Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f) unless, provided that (a) no Specified Default has occurred and is continuing, (i) the proceeds therefrom are utilized for purposes of this Subclause: a change replacing, restoring or repairing the assets in respect of control occurs if, after the Separation Date, which such proceeds were received or reinvesting in assets used or useful in any person or group of persons acting in concert gains control of more than 50 per cent. of the shares Loan Parties’ or Restricted Subsidiaries business within twelve (12) months of the receipt of such proceeds (or voting rights attaching within eighteen (18) months of receipt of such proceeds if a letter of intent or other binding commitment to sharesreinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds) and (b) no such prepayment shall be required in respect of any Net Proceeds unless and until such amount exceeds $10,000,000 in any Fiscal Year (and all amounts under such amount may be retained by the Company; acting in concert means acting together pursuant to an agreement or understanding (whether formal or informalBorrower); control has the meaning given to that term in section 5:45 of the Dutch Financial Markets Supervision Act; shares has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act; and voting rights has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act. (b) The Company must promptly notify If on any date any Loan Party shall have received Net Proceeds from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation, expropriation or similar proceeding of, any Collateral of a Loan Party, to the Facility Agent extent that such Net Proceeds are not required to be applied to the payment of obligations of the Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f) unless (i) the proceeds therefrom are required to be paid to the holder of a Lien on such property or asset having priority over the Lien of the Collateral Agent, or (ii) the proceeds therefrom are utilized for purposes of replacing, restoring or repairing the assets in respect of which such proceeds, awards or payments were received or reinvesting in assets used or useful in any of the Loan Parties’ or their Restricted Subsidiaries’ business within twelve (12) months of the receipt of such proceeds (or within eighteen (18) months of receipt of such proceeds if it becomes aware a letter of intent or other binding commitment to reinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds); provided that no such prepayment shall be required in respect of any change of control, Net Proceeds unless and until such amount exceeds $10,000,000 in any Fiscal Year (and all amounts under such amount may be retained by the Facility Agent shall notify the Lenders of any notification it receives from the Company under this paragraph (bBorrower). (c) After a change If on any date any Loan Party shall have received Net Proceeds (i) from any Refinancing Term Loans or Indebtedness pursuant to clause (v)(i) of control, a Lender is not obliged to participate in a Loan the definition of “Permitted Indebtedness” or (ii) from the incurrence of any Indebtedness of the Borrower or any of its Subsidiaries (other than a Rollover LoanPermitted Indebtedness), an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f). (d) After a change If, for any Fiscal Year of controlthe Borrower commencing with the Fiscal Year ending January 28, 2012, there shall be Excess Cash Flow, the Lenders Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount, if positive, equal to the excess of (i) the ECF Percentage of such Excess Cash Flow minus (ii) the principal amount of Term Loans optionally prepaid pursuant to SECTION 2.16 during such Fiscal Year toward the prepayment of the Term Loans as set forth in SECTION 2.17(f) and the amount expended by the Borrower pursuant to SECTIONS 2.16(d) and 9.04(g) during such Fiscal Year. Each such prepayment shall negotiate with the Company in good faith for be made on a period of not more date (an “Excess Cash Flow Application Date”) no later than 15 five Business Days from after the date on which the compliance certificate of the notification by the Company Borrower has been delivered pursuant to the Facility Agent under paragraph (b) above with a view to agreeing whether the Facility can continue to be made availableSECTION 5.01(d). (e) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if any Lender so requires, the Facility Agent must, by giving 20 Business Days’ notice to the Company: (i) cancel that Lender’s Commitments; (ii) declare that the Company must immediately repay or prepay the share of that Lender in each Loan made to it together with accrued interest and all other amounts accrued under the Finance Documents towards that Lender; and (iii) the Commitment of that Lender will be immediately cancelled[Reserved]. (f) If no agreement is reached by the Company and the Lenders under paragraph Any prepayment of any Term Loans pursuant to SECTIONS 2.17(a) through (d) above shall be applied to repay Term Loans of each then outstanding Class, provided, that (i) any prepayment of any Term Loans pursuant to SECTION 2.17(c) shall be applied to repay Term Loans of only those Class(es) selected by the Borrower. Any prepayment of any Class of Term Loans in accordance with the foregoing shall be applied to the remaining scheduled installments of principal of such Term Loans pursuant to SECTION 2.04 as directed by the Borrower, (ii) to the extent any Qualifying Secured Debt that is secured on a pari passu basis with the Obligations requires a prepayment from Excess Cash Flow, the amount of the prepayment of the Term Loans required above shall be reduced in proportion of the ratio of the aggregate principal amount of the Term Loans then outstanding to the aggregate amount of the Term Loans and such Qualifying Secured Debt then outstanding and (iii) any Lender may elect to decline its share of any prepayment pursuant to clause (a), (b) or (d) above by giving notice to the Administrative Agent within one Business Day following the date the Borrower gives notice of such prepayment (any amount declined by a Lender pursuant to this subclause (iii) a “Declined Amount”). Subject to the foregoing, outstanding Prime Rate Loans of any Class shall be prepaid before outstanding LIBO Loans of such Class are prepaid. No prepayment of LIBO Loans of any Class shall be permitted pursuant to this SECTION 2.17 until the last day of an Interest Period applicable thereto, unless the time period set out thereinBorrower reimburses the Lenders for all Breakage Costs associated therewith within fifteen (15) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such Breakage Costs, if as long as no Specified Default has occurred and is continuing, at the Majority Lenders so requirerequest of the Borrower, the Facility Administrative Agent must, by notice shall hold all amounts required to be applied to LIBO Loans of a particular Class in a Cash Collateral Account and will apply such funds to the Company:applicable LIBO Loans of such Class at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the occurrence and during the continuance of any other Event of Default). (ig) cancel The Borrower shall prepay all Non-Converted Term B-23 Loans on the Total Commitments; andAmendment No. 45 Effective Date. (iih) declare Notwithstanding any other provisions of this SECTION 2.17, (A) to the extent that any or all outstanding of the Excess Cash Flow of a Foreign Subsidiary is prohibited or delayed by any requirement of law from being repatriated to the Loan Parties, an amount equal to the portion of Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in clause (d) above, as the case may be, but only so long, as the applicable requirement of law will not permit repatriation to the Loan Parties (the Loan Parties hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable requirement of law to permit repatriation), and once a repatriation of any of such affected Excess Cash Flow is permitted under the applicable requirement of law, an amount equal to such Excess Cash Flow will be promptly (and in any event not later than ten Business Days after such repatriation is permitted) applied (net of any taxes that would be payable or reserved against if such amounts were actually repatriated whether or not they are repatriated) to the repayment of the Term Loans, together and (B) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Excess Cash Flow of a Foreign Subsidiary could have an adverse tax consequence with accrued interest and all other amounts accrued under respect to such Excess Cash Flow, an amount equal to the Finance DocumentsExcess Cash Flow so affected may be retained by the applicable Foreign Subsidiary. For the avoidance of doubt, nothing in this Agreement, including SECTION 2.17 shall be construed to be immediately due and payable. Any such notice will take effect in accordance with its termsrequire any Foreign Subsidiary to repatriate cash.

Mandatory Prepayment. change If at any time and for any reason, the outstanding unpaid principal balance of control the Loan shall exceed the aggregate amount of the Borrowing Base, then, within five (a5) For Business Days following Borrower's receipt of telecopied notice from Lender of the purposes occurrence of this Subclause: a change of control occurs ifsuch excess over Borrowing Base or, absent such telecopied notice, within fifteen (15) days after the Separation Date, any person or group of persons acting in concert gains control of more than 50 per cent. end of the shares (or voting rights attaching to shares) calendar month in the Company; acting in concert means acting together pursuant to an agreement or understanding (whether formal or informal); control has the meaning given to that term in section 5:45 of the Dutch Financial Markets Supervision Act; shares has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act; and voting rights has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act. (b) The Company must promptly notify the Facility Agent if it becomes aware of any change of controlwhich such excess occurred, and the Facility Agent Borrower shall notify the Lenders of any notification it receives from the Company under this paragraph (b). (c) After a change of control, a Lender is not obliged to participate in a Loan other than a Rollover Loan. (d) After a change of control, the Lenders shall negotiate with the Company in good faith for a period of not more than 15 Business Days from the date of the notification by the Company to the Facility Agent under paragraph (b) above with a view to agreeing whether the Facility can continue to be made available. (e) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if any Lender so requires, the Facility Agent must, by giving 20 Business Days’ notice to the Company: either (i) cancel that Lender’s Commitments; prepay the principal balance of the Loan in an amount equal to the difference between the aggregate principal amount of the Loan and the amount of the Borrowing Base, or (ii) declare increase the aggregate principal amount of Eligible Note Receivables pledged to Lender so that the Company must immediately repay amount of Borrowing Base equals or exceeds the aggregate outstanding principal amount of the Loan. The pledge and delivery to Lender of additional Eligible Notes Receivable shall comply with the document delivery and recordation requirements set forth in Section 4.2(b) of this Agreement and shall be accompanied by a written certification of the Borrower to the effect that such additional Pledged Notes Receivable are Eligible Notes Receivable, and that, giving effect to the pledge to Lender of such Eligible Note Receivable, the outstanding unpaid principal balance of the Loan is equal to or less than the aggregate amount of the Borrowing Base. If Borrower elects to prepay the share of that Lender in each Loan made to it together with accrued interest and all other amounts accrued under the Finance Documents towards that Lender; and (iii) the Commitment of that Lender will be immediately cancelled. (f) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day excess principal balance of the time period set out thereinLoan pursuant to this Section 2.4(b)(i) above, if the Majority Lenders so require, the Facility Agent must, by notice to the Company: (i) cancel the Total Commitments; and (ii) declare all outstanding Loans, together no prepayment premium shall be payable in connection with accrued interest and all other amounts accrued under the Finance Documents, to be immediately due and payable. Any such notice will take effect in accordance with its termsprepayment.

Mandatory Prepayment. change of control (a) For the purposes of this Subclause: a change of control occurs if, after the Separation Date, any person or group of persons acting in concert gains control of more than 50 per cent. of the shares (or voting rights attaching to shares) in the Company; acting in concert means acting together pursuant to an agreement or understanding (whether formal or informal); control has the meaning given to that term in section 5:45 of the Dutch Financial Markets Supervision Act; shares has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act; Any and voting rights has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act. (b) The Company must promptly notify the Facility Agent if it becomes aware of any change of control, and the Facility Agent shall notify the Lenders of any notification it receives from the Company under this paragraph (b). (c) After a change of control, a Lender is not obliged to participate in a Loan other than a Rollover Loan. (d) After a change of control, the Lenders shall negotiate with the Company in good faith for a period of not more than 15 Business Days from the date of the notification by the Company to the Facility Agent under paragraph (b) above with a view to agreeing whether the Facility can continue to be made available. (e) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if any Lender so requires, the Facility Agent must, by giving 20 Business Days’ notice to the Company: all (i) cancel that Lender’s Commitments; amounts received by the Borrower from the Escrow Account, (ii) declare that Vanstar Payments received by the Company must Borrower, (iii) amounts received by the Borrower with respect to the Tax Refund Claim covered by the Assignment of Tax Claim, and (iv) amounts received by the Borrower from The Troyxx Xxxup, GMT or any other liquidator with respect to the liquidation (by consignment sale or otherwise) of spare parts and computers of the Borrower's West and Southwest Divisions excluded from the assets sold to Vanstar pursuant to the Vanstar Sale Agreement, shall be paid, immediately repay or upon receipt by the Borrower, to the Lender, and shall be applied to the principal installments of the Term Loan in the inverse order of their maturities. Together with any such payment, the Borrower shall pay to the Lender all amounts due under SECTION 3.7 as a result of such prepayment. On the prepayment date, the Borrower shall pay interest on the amount prepaid, accrued to the prepayment date. The Borrower shall also be obligated to prepay the share of that Lender Term Loan in each Loan made to it full together with accrued and unpaid interest thereon (and all other amounts accrued due under the Finance Documents towards that Lender; and (iiiSECTION 3.7 as a result of such prepayment) the Commitment upon any termination of that Lender will be immediately cancelled. (f) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day this Agreement pursuant to SECTION 3.5 or otherwise or upon any acceleration of the time period set out therein, if the Majority Lenders so require, the Facility Agent must, by notice Term Loan pursuant to the Company: (i) cancel the Total Commitments; and (ii) declare all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents, to be immediately due and payable. Any such notice will take effect in accordance with its termsARTICLE 11.

Mandatory Prepayment. change If, at any time prior to the full repayment or full conversion of control all amounts owed under this Debenture, the Company or any of its Subsidiaries receives cash proceeds from the issuance of equity or indebtedness (aother than the issuance of other Debentures), in one or more financing transactions, whether publicly offered or privately arranged (including, without limitation, pursuant to the Arena ELOC), the Company shall, within one (1) For the purposes of this Subclause: a change of control occurs if, after the Separation Date, any person or group of persons acting in concert gains control of more than 50 per cent. Business Day of the shares Company or the applicable Subsidiary’s receipt of such proceeds, inform the Holder of such receipt via written notice (or voting rights attaching a “Mandatory Prepayment Notice”), whereupon the Holder shall have the right in its sole discretion to shares) in the Company; acting in concert means acting together pursuant to an agreement or understanding (whether formal or informal); control has the meaning given to that term in section 5:45 of the Dutch Financial Markets Supervision Act; shares has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act; and voting rights has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act. (b) The Company must promptly notify the Facility Agent if it becomes aware of any change of control, and the Facility Agent shall notify the Lenders of any notification it receives from the Company under this paragraph (b). (c) After a change of control, a Lender is not obliged to participate in a Loan other than a Rollover Loan. (d) After a change of control, the Lenders shall negotiate with the Company in good faith for a period of not more than 15 Business Days from the date of the notification by the Company to the Facility Agent under paragraph (b) above with a view to agreeing whether the Facility can continue to be made available. (e) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if any Lender so requires, the Facility Agent mustrequire, by giving 20 Business Days’ written notice to the Company: Company delivered within five (i5) cancel that LenderBusiness Days of the Holder’s Commitments; (ii) declare receipt of any such Mandatory Prepayment Notice, that the Company must immediately repay or apply up to thirty percent (30%) of the gross cash proceeds received from the applicable financing transaction to prepay the share of that Lender in each Loan made to it together with accrued interest and all other amounts accrued Company’s then outstanding obligations under the Finance Documents towards that Lender; and Debentures (iiia “Mandatory Prepayment Exercise Notice”). The Company shall, within one (1) the Commitment of that Lender will be immediately cancelled. (f) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day Business Day of the time period set out therein, if the Majority Lenders so requireCompany’s receipt of a Mandatory Prepayment Exercise Notice, the Facility Agent mustportion of the gross cash proceeds received from the applicable financing transaction indicated in the Mandatory Prepayment Exercise Notice (not to exceed 30%) to prepay the Company’s then outstanding obligations under the Debentures; provided, by notice such gross cash proceeds shall be applied to prepay all of the Debentures then outstanding pro rata in proportion to the Company: (i) cancel respective outstanding principal amount of each Debenture at the Total Commitments; and (ii) declare all outstanding Loans, together with accrued interest and all other amounts accrued under time the Finance Documents, to be immediately due and payable. Any such notice will take effect in accordance with its termsHolder delivers the applicable Mandatory Prepayment Exercise Notice.

Mandatory Prepayment. change To the extent that the aggregate consideration for the payment or prepayment of control principal of, or redemption, purchase, retirement, defeasance (aincluding in-substance or legal defeasance) For of Remaining 2022 Notes (including at the purposes stated maturity thereof, pursuant to the basket set forth in Section 7.06(n)(B)(i) or otherwise, but excluding pursuant to the baskets set forth in Section 7.06(n)(B)(ii) and 7.06(n)(B)(iii)) exceeds $22,950,000.00 (any such payment in excess thereof, a “Remaining 2022 Notes Excess Repayment”), not later than 5 Business Days after such Remaining 2022 Notes Excess Repayment, the Borrower shall make (or cause to be made) a prepayment in an amount equal to such Remaining 2022 Notes Excess Repayment to be applied, first, pro rata to outstanding L/C Borrowings and, second, to Cash Collateralize Letters of this Subclause: Credit issued hereunder, provided that the amount of such Cash Collateralization may be decreased on a change dollar-for-dollar basis to the extent the Borrower elects to and makes an L/C Commitment reduction of control occurs if, unused L/C Commitments pursuant to Section 2.06(a) prior to 5 Business Days after the Separation Date, any person or group applicable Remaining 2022 Notes Excess Repayment. Each prepayment of persons acting in concert gains control of more than 50 per cent. of the shares (or voting rights attaching to shares) in the Company; acting in concert means acting together pursuant to an agreement or understanding (whether formal or informal); control has the meaning given to that term in section 5:45 of the Dutch Financial Markets Supervision Act; shares has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act; and voting rights has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act. L/C Borrowings under this clause (b) The Company must promptly notify the Facility Agent if it becomes aware of any change of control, and the Facility Agent shall notify the Lenders of any notification it receives from the Company under this paragraph (b). (c) After a change of control, a Lender is not obliged to participate in a Loan other than a Rollover Loan. (d) After a change of control, the Lenders shall negotiate with the Company in good faith for a period of not more than 15 Business Days from the date of the notification by the Company be paid to the Facility Agent under paragraph (b) above with a view to agreeing whether the Facility can continue to be made available. (e) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if any Lender so requires, the Facility Agent must, by giving 20 Business Days’ notice to the Company: (i) cancel that Lender’s Commitments; (ii) declare that the Company must immediately repay or prepay the share of that Lender in each Loan made to it together with accrued interest and all other amounts accrued under the Finance Documents towards that Lender; and (iii) the Commitment of that Lender will be immediately cancelled. (f) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if the Majority Lenders so require, the Facility Agent must, by notice to the Company: (i) cancel the Total Commitments; and (ii) declare all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents, to be immediately due and payable. Any such notice will take effect L/C Borrowings in accordance with its termstheir respective Applicable Percentages.

Mandatory Prepayment. change If, at any time prior to the full repayment or full conversion of control all amounts owed under this Debenture, the Company or any of its Subsidiaries receives cash proceeds from the issuance of equity or indebtedness (aother than the issuance of other Debentures), in one or more financing transactions, whether publicly offered or privately arranged (including, without limitation, pursuant to the Arena ELOC), the Company shall, within one (1) For the purposes of this Subclause: a change of control occurs if, after the Separation Date, any person or group of persons acting in concert gains control of more than 50 per cent. Business Day of the shares Company or the applicable Subsidiary’s receipt of such proceeds, inform the Holder of such receipt via written notice (or voting rights attaching a “Mandatory Prepayment Notice”), whereupon the Holder shall have the right in its sole discretion to shares) in the Company; acting in concert means acting together pursuant to an agreement or understanding (whether formal or informal); control has the meaning given to that term in section 5:45 of the Dutch Financial Markets Supervision Act; shares has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act; and voting rights has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act. (b) The Company must promptly notify the Facility Agent if it becomes aware of any change of control, and the Facility Agent shall notify the Lenders of any notification it receives from the Company under this paragraph (b). (c) After a change of control, a Lender is not obliged to participate in a Loan other than a Rollover Loan. (d) After a change of control, the Lenders shall negotiate with the Company in good faith for a period of not more than 15 Business Days from the date of the notification by the Company to the Facility Agent under paragraph (b) above with a view to agreeing whether the Facility can continue to be made available. (e) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if any Lender so requires, the Facility Agent mustrequire, by giving 20 Business Days’ written notice to the Company: Company delivered within five (i5) cancel that LenderBusiness Days of the Holder’s Commitments; (ii) declare receipt of any such Mandatory Prepayment Notice, that the Company must immediately repay or apply up to twenty percent (20%) of the gross cash proceeds received from the applicable financing transaction to prepay the share of that Lender in each Loan made to it together with accrued interest and all other amounts accrued Company’s then outstanding obligations under the Finance Documents towards that Lender; and Debentures (iiia “Mandatory Prepayment Exercise Notice”). The Company shall, within one (1) the Commitment of that Lender will be immediately cancelled. (f) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day Business Day of the time period set out therein, if the Majority Lenders so requireCompany’s receipt of a Mandatory Prepayment Exercise Notice, the Facility Agent mustportion of the gross cash proceeds received from the applicable financing transaction indicated in the Mandatory Prepayment Exercise Notice (not to exceed 20%) to prepay the Company’s then outstanding obligations under the Debentures; provided, by notice such gross cash proceeds shall be applied to prepay all of the Debentures then outstanding pro rata in proportion to the Company: (i) cancel respective outstanding principal amount of each Debenture at the Total Commitments; and (ii) declare all outstanding Loans, together with accrued interest and all other amounts accrued under time the Finance Documents, to be immediately due and payable. Any such notice will take effect in accordance with its termsHolder delivers the applicable Mandatory Prepayment Exercise Notice.