Common use of Prepayments Clause in Contracts

Prepayments. The Company may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. The Company mayprincipal amount of any Base Rate Advance may be prepaid in full or ratably in part at any time without premium or penalty and without regard to the Payment Date for such Advance (in the case of any Base Rate Advance) upon written notice, upon or telephonic notice followed immediately by written notice, to the Administrative Agent pursuant on the date of such prepayment; provided, however, that the Borrower’s failure to delivery to confirm any telephonic notice with a written notice shall not invalidate any notice so given if acted upon by the Administrative Agent of a Notice of Loan Prepayment, Agent. LIBOR Advances may be prepaid in full or ratably in part at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty prior to the applicable Payment Date, upon three (subject 3) Business Days’ prior written notice, or telephonic notice followed immediately by written notice, to the Administrative Agent; provided, however, that the Borrower shall reimburse the Lenders and the Administrative Agent, on the earlier of demand by the applicable Lender or the applicable Maturity Date, for any loss or reasonable out-of-pocket expense incurred by any Lender or the Administrative Agent in connection with such prepayment, as set forth in Section 3.05)2.9; provided thatfurther, except as otherwise agreed however, that the Borrower’s failure to confirm any telephonic notice with a written notice shall not invalidate any notice so given if acted upon by the Administrative Agent: . Term SOFR Advances may be prepaid in full or ratably in part at any time without premium or penalty prior to the applicable Payment Date, upon three (i3) U.S. Government Securities Business Days’ prior written notice, or telephonic notice followed immediately by written notice, to the Administrative Agent; provided, however, that the Borrower shall reimburse the Lenders and the Administrative Agent, on the earlier of demand by the applicable Lender or the applicable Maturity Date, for any loss or reasonable out-of-pocket expense incurred by any Lender or the Administrative Agent in connection with such prepayment, as set forth in Section 2.9; provided further, however, that the Borrower’s failure to confirm any telephonic notice must be received with a written notice shall not invalidate any notice so given if acted upon by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of Agent. Any partial prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans hereunder shall be in a principal amount amounts of not less than $500,000 and in integral multiples of $500,000 or a whole multiple of $100,000 in excess thereof 250,000 (or, if less, the entire remaining outstanding principal amount thereof then outstanding; thereof). Initial Revolving Loans, Additional Revolving Loans, Other Revolving Loans and (iiiSwingline Loans prepaid pursuant to this Section 2.6(a) may be reborrowed, subject to the terms and conditions hereof. Any Term C Loan, any prepayment of Base Rate Committed Loans Term D Loan, any Term E Loan, Incremental Term Loan or Other Term Loan, as applicable, prepaid pursuant to this Section 2.6(a) may not be reborrowed. Amounts prepaid shall be paid together with accrued interest on the amount so prepaid accrued through the date of such prepayment. Repayments under this Section 2.6(a) shall be applied to the remaining scheduled principal installments of the applicable Term Loans as the Borrower shall direct. Notwithstanding the foregoing, any notice of prepayment delivered in a principal amount connection with any refinancing of $1,000,000 all of the Loans with the proceeds of such refinancing or a whole multiple of $500,000 in excess thereof orany other incurrence of Indebtedness may be, if lessexpressly so stated to be, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned contingent upon the effectiveness consummation of other credit facilities such refinancing or the occurrence of any one or more other transactions or events specified therein, in which case such notice incurrence and may be revoked by the Company (by notice to Borrower in the Administrative Agent on or prior to the specified effective date) if event such condition refinancing is not satisfied. Each such notice shall specify consummated; provided that the date and the amount delay or failure of such prepayment, contingency shall not relieve the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of Borrower from its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified obligations in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to respect thereof under Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages2.9.

Prepayments. The Company mayBorrower can voluntarily prepay, upon 3 Business Days’ prior written notice to Agent, any Term Loan in full, but not in part. Upon the Administrative Agent date of (a) any voluntary prepayment of a Term Loan in accordance with the immediately preceding sentence or (b) any mandatory prepayment of a Term Loan required under this Agreement (whether by acceleration of the Obligations pursuant to delivery Section 8.2 or otherwise), Borrower shall pay to Agent, for the Administrative Agent ratable benefit of the Lenders, a Notice of Loan Prepayment, at any time or from time sum equal to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to all outstanding principal plus any date of prepayment of Eurocurrency Rate Loans and (B) on unpaid interest accrued through the date of such prepayment of Base Rate Committed Loans; with respect to the such Term Loan, (ii) any prepayment of Eurocurrency Rate Loans shall be the Final Payment Fee (as such term is defined in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orSection 2.7(d)) for such Term Loan, if less, the entire principal amount thereof then outstanding; and (iii) any a prepayment premium (as yield maintenance for loss of Base Rate Committed Loans shall be in bargain and not as a penalty) equal to: (A) 5% on such principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof orprepayment amount, if lesssuch prepayment is made on or before the one year anniversary of such Term Loan, (B) 4% on such principal prepayment amount, if such prepayment is made after the entire one year anniversary of such Term Loan but on or before the two year anniversary of such Term Loan, and (C) 2% on such principal amount thereof then outstandingprepayment amount, if such prepayment is made after the two year anniversary of such Term Loan but before the Applicable Term Loan Maturity [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions Date for such Term Loan; provided, further however, that Borrower shall not be obligated to pay the amounts described in clauses (A), (B) or (C) above in connection with a Notice prepayment in full of the Term Loan Prepayment may state and the other Obligations hereunder in the event that either (i) Borrower has requested in writing that the Requisite Lenders consent to a transaction that is not permitted under Section 7.5 and the Requisite Lenders have not consented to such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent transaction on or prior to the specified effective dateResponse Date (as defined below) if such condition or (ii) Borrower has requested in writing that the Requisite Lenders consent to any amendment, modification or waiver of the Maxygen License Agreement for which the consent of the Requisite Lenders is not satisfied. Each such notice shall specify the date required under Section 7.11(a) and the amount Requisite Lenders have not consented to such amendment, modification or waiver on or prior to the Response Date. Borrower shall have no obligation upon any prepayment of such prepaymentany Term Loan hereunder to pay, in addition to the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount amounts specified in such notice shall be due and payable on this Section 2.4, any yield maintenance with respect to unaccrued interest that would have accrued through the date specified therein. Any prepayment maturity of a Eurocurrency Rate Term Loan shall be accompanied by all accrued interest on the amount had such Term Loan not been prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. The Company may, upon notice to Voluntary: Prepayments under the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, Junior DIP Facility may be made at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject other than breakage costs to Section 3.05); provided that, the extent applicable) except as otherwise agreed set forth below. Voluntary prepayments of the exit term loans, in whole or in part, with the proceeds of a refinancing (including a repricing transaction under the Definitive Financing Documentation) shall be at par plus accrued interest plus a premium. The premium shall initially be 2% of the aggregate principal amount prepaid, from and after the first anniversary of the Effective Date to by the Administrative Agentsecond anniversary thereof, shall be 1% and, from and after the second anniversary of the Effective Date, shall be 0%. Voluntary prepayments will be applied first to the payment in full of the New Money Loans prior to being applied to prepay the Rolled-Up Loans. Mandatory: Mandatory prepayments will be limited to the following: (i) 100% of the net cash proceeds from debt issuances other than permitted debt, (ii) 100% of the net cash proceeds of insurance/condemnation and other extraordinary events, subject to reinvestment rights to be agreed and other customary exceptions and (iii) 80% of the net cash proceeds of asset sales up to $20 million, and 100% of the net cash proceeds of asset sales above $20 million (other than (i) the Specified Sale and (ii) assets over which the lenders under the ABL facility have a first priority lien to the extent such notice must net cash proceeds are required to be received by applied thereunder), that are allocated and paid to the Administrative Agent not later than 1:00 p.m. Debtors’ estates (provided that (A) three Business Days prior the 6 It is understood that on and after the Effective Date, the default interest rate will apply after the occurrence and during the continuance of any event of default. EXHIBIT A Debtors shall use commercially reasonable efforts to any date ensure that net cash proceeds of asset sales are allocated and paid to the Borrower or its U.S. guarantor subsidiaries as promptly as practicable and to the maximum extent possible and such net cash proceeds will be applied to the prepayment of Eurocurrency Rate Loans the Junior DIP Facility at such time that they are allocated and paid to the Borrower or its U.S. guarantor subsidiaries and (B) on to the date extent that (I) an asset sale involves the sale of collateral securing the Junior DIP Facility or the sale of stock or assets held directly or indirectly by an entity the shares of which have been pledged to the lenders as collateral (other than shares of or assets held by a foreign subsidiary that is not a guarantor) and (II) the percentage of net cash proceeds of such asset or stock sale that is allocated and paid to the Borrower and its guarantor subsidiaries is less than a threshold to be agreed and the total amount of net cash proceeds of the sale exceeds an amount to be agreed, the method of allocation of the net cash proceeds of such an asset or stock sale shall be reasonably acceptable to the Required Lead Lenders), subject to limited customary exceptions, to the prepayment of Base Rate Committed the Junior DIP Facility. With respect the net cash proceeds of the Specified Sale, (i) 100% of the first $200 million in net cash proceeds allocated and paid to the Debtors’ estates shall be applied to the prepayment of the New Money Loans; , and (ii) any prepayment to the extent aggregate net cash proceeds from the Specified Sale exceed the Minimum Proceeds Amount, 75% of Eurocurrency Rate Loans net cash proceeds in excess of the Minimum Proceeds Amount that are allocated and available to the Debtors’ estates shall be used to prepay obligations outstanding under the Junior DIP Facility. In addition to the foregoing, from and after the Effective Date, Excess Cash Flow (to be defined in a principal amount manner to be agreed) shall be used to prepay obligations outstanding under the exit facility as follows: (i) the Excess Cash Flow prepayment shall be triggered only if there is an $800 million consolidated worldwide cash balance at the end of $500,000 or a whole multiple the fiscal year for which Excess Cash Flow is being calculated (the “Cash Trigger”), (ii) subject to clause (v) below, 50% of $100,000 in excess thereof orthe Excess Cash Flow above the Cash Trigger shall be used to prepay obligations outstanding under the exit facility, if less, the entire principal amount thereof then outstanding; and (iii) Excess Cash Flow will be tested on an annual basis no later than June 30 of each year, with prepayments beginning in 2015 (for any Excess Cash Flow for 2014), (iv) subject to clause (v), Excess Cash Flow prepayments shall be made within 45 days following the delivery of test results to the lenders in accordance with clause (iii) of this paragraph and (v) Excess Cash Flow prepayments shall not be required (A) to the extent it would cause liquidity to fall below the Cash Trigger or the required Minimum U.S. liquidity covenant level or (B) for so long as and in such amount as may be prohibited by law or regulation (including laws and regulations limiting the repatriation of funds by foreign subsidiaries). Mandatory prepayments will be applied first to the payment in full of the New Money Loans prior to being applied to prepay the Rolled-Up Loans. EXHIBIT A Any asset sale proceeds not required to be applied to prepayment of Base Rate Committed Loans the Junior DIP Facility shall be available to the Borrower and its subsidiaries to use for their general corporate purposes, including, without limitation, making any distributions pursuant to the Plan. Representations and Warranties: Substantially consistent with those types of representations and warranties in a principal amount the Existing DIP Facility, with certain exceptions to be agreed to account for the differences in the nature of $1,000,000 or a whole multiple the facilities and to give full effect to the terms specifically agreed to in this term sheet. The Definitive Financing Documentation shall require the Borrower to make the following representation as of $500,000 the Closing Date (as defined below): “The Borrower believes in excess thereof orgood faith, if lessbased upon information known to it as of the date hereof and assumptions believed by it to be reasonable as of the date hereof, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent Specified Sale shall have occurred on or prior to the specified effective date) if such condition is Maturity Date for an aggregate gross cash purchase price at consummation of not satisfied. Each such notice less than the Minimum Proceeds Amount.” Covenants: The Junior DIP Facility shall specify also include a covenant providing for the date immediate joint retention by the Debtors, the Creditors’ Committee and the amount ad hoc committee of such prepaymentholders of the Pre-Petition Second Lien Notes of an executive search firm to assist in identifying candidates for the post-emergence board of directors of reorganized Kodak. Substantially consistent with those types of affirmative and negative covenants in the Existing DIP Facility (with appropriate thresholds and baskets substantially consistent with the thresholds and baskets in the draft credit agreement posted on the KCC website on February 7, the Type(s2013) of Committed Loans with certain exceptions to be prepaid andagreed to account for the differences in the nature of the facilities7 and to give full effect to the terms specifically agreed to in this Term Sheet. Covenants shall include providing an updated 13 week forecast on a weekly basis and reporting against the most recent forecast provided, if Eurocurrency Rate Loans are compliance with Milestones set forth on Annex II, and additional segment reporting to be prepaid, reasonably acceptable to the Interest Period(s) of such LoansRequired Lead Lenders and the Company. The Administrative Junior DIP Facility shall include a covenant providing that intercompany loans or investments by the Borrower or its guarantor subsidiaries (“Loan Parties”) to subsidiaries that are not Loan Parties (“Non-Loan Parties”) shall not exceed $100,000,000, with such intercompany loan or investment to be structured as an intercompany note and pledged to the Collateral Agent will promptly notify each Lender of its receipt of each such notice, and for the benefit of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentageslenders.

Prepayments. (i) The Company mayprincipal amount of any Base Rate Advance may be prepaid in full or ratably in part at any time without premium (except as provided in clause (a)(ii) of this Section) or penalty and without regard to the Payment Date for such Advance (in the case of any Base Rate Advance) upon written notice, upon or telephonic notice followed immediately by written notice, to the Administrative Agent pursuant on the date of such prepayment; provided, however, that the Borrower’s failure to delivery to the Administrative Agent of confirm any telephonic notice with a Notice of Loan Prepayment, at written notice shall not invalidate any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05); provided that, except as otherwise agreed to notice so given if acted upon by the Administrative Agent: . LIBOR Advances may be prepaid in full or ratably in part at any time without premium (iexcept as provided in clause (a)(ii) of this Section) or penalty prior to the applicable Payment Date, upon three (3) Business Days’ prior written notice, or telephonic notice followed immediately by written notice, to the Administrative Agent; provided, however, that the Borrower shall reimburse the Lenders and the Administrative Agent, on the earlier of demand by the applicable Lender or the applicable Maturity Date, for any loss or reasonable out-of-pocket expense incurred by any Lender or the Administrative Agent in connection with such prepayment, as set forth in Section 2.9; provided further, however, that the Borrower’s failure to confirm any telephonic notice must be received with a written notice shall not invalidate any notice so given if acted upon by the Administrative Agent Agent. Any partial prepayment hereunder shall be in amounts of not later less than 1:00 p.m. (A) three Business Days prior to any date $500,000 and in integral multiples of prepayment of Eurocurrency Rate $250,000. Initial Revolving Loans and (BSwingline Loans prepaid pursuant to this Section 2.6(a) may be reborrowed, subject to the terms and conditions hereof. Any Term B-2 Loan, any Term C Loan or Incremental Term Loan, as applicable, prepaid pursuant to this Section 2.6(a) may not be reborrowed. Amounts prepaid shall be paid together with accrued interest on the amount so prepaid accrued through the date of prepayment of Base Rate Committed Loans; (iisuch prepayment. Repayments under this Section 2.6(a) any prepayment of Eurocurrency Rate Loans shall be applied to the remaining scheduled principal installments of the applicable Term Loans as the Borrower shall direct. Notwithstanding the foregoing, any notice of prepayment delivered in a principal amount connection with any refinancing of $500,000 all of the Loans with the proceeds of such refinancing or a whole multiple of $100,000 in excess thereof orany other incurrence of Indebtedness may be, if lessexpressly so stated to be, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned contingent upon the effectiveness consummation of other credit facilities such refinancing or the occurrence of any one or more other transactions or events specified therein, in which case such notice incurrence and may be revoked by the Company (by notice to Borrower in the Administrative Agent on or prior to the specified effective date) if event such condition refinancing is not satisfied. Each such notice shall specify consummated; provided that the date and the amount delay or failure of such prepayment, contingency shall not relieve the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of Borrower from its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified obligations in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to respect thereof under Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages2.9.

Prepayments. The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepaymentat its option, at any time or from time to time voluntarily repay or prepay Committed part or all of the outstanding principal balance of the Loans in whole or in part without premium or penalty (subject to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) bearing interest based on the date of prepayment of Base Prime Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence Revolving Note LIBOR Rate without premium. The Borrower may, at its option, from time to time repay or prepay part or all of the outstanding principal balance of any one or more other transactions or events specified thereinof the Revolving Loans bearing interest based on the LIBOR Rate, in which case such notice may Construction Loans and/or the Stock Repurchase Loans at the end of a Loan Period without premium. If any LIBOR Rate Loan (including, without limitation, any advances of Revolving Loans that Borrower has elected to be revoked by the Company (by notice to the Administrative Agent on or a LIBOR Rate Loan) is prepaid prior to the specified effective date) if end of the Loan Period for such condition loan, whether voluntarily or because prepayment is not satisfied. Each required due to such notice shall specify the date and the amount of such prepaymentloan’s maturing or accelerating upon default or otherwise, the Type(s) Borrower agrees to pay all of Committed Loans to be prepaid andthe Bank’s costs, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeexpenses, and of Interest Differential (as determined by the amount of such Lender’s Applicable Percentage Bank) incurred as a result of such prepayment. If such notice is given by Because of the Companyshort-term nature of this facility, the Company Borrower agrees that the Interest Differential shall make such prepayment and the payment amount specified in such notice shall not be due and payable on the date specified thereindiscounted to its present value. Any prepayment of a Eurocurrency LIBOR Rate Loan shall be accompanied by all accrued interest on in an amount equal to the amount prepaid, together with any additional amounts required pursuant to Section 3.05remaining entire principal balance of such loan. Subject to Section 2.18, each such prepayment There shall be applied no prepayments of any Cost of Funds Rate Term Loan, provided that the Bank may consider requests for its consent with respect to prepayment of any Cost of Funds Rate Term Loan, without incurring an obligation to do so, and the Borrower acknowledges that in the event that such consent is granted, the Borrower shall be required to pay the Bank, upon prepayment of all or part of the principal amount of a Cost of Funds Rate Term Loan before final maturity, a prepayment indemnity (“Prepayment Fee”) equal to the Committed Loans greater of zero, or that amount, calculated on any date of prepayment (“Prepayment Date”), which is derived by subtracting: (a) the Lenders principal amount of such Cost of Funds Rate Term Loan or portion of such Cost of Funds Rate Term Loan to be prepaid from (b) the Net Present Value of such Cost of Funds Rate Term Loan or portion of such Cost of Funds Rate Term Loan to be prepaid on such Prepayment Date; provided, however, that the Prepayment Fee shall not in accordance with their respective Applicable Percentagesany event exceed the maximum prepayment fee permitted by applicable law. Notwithstanding the foregoing, if prior to the conversion of a Construction Period Construction Loan or a Short-Term Stock Repurchase Loan to a Cost of Funds Rate Term Loan, the Bank and the Borrower mutually agree that the Cost of Funds-Based Rate will include a premium as payment to the Bank for waiver by the Bank of any Prepayment Fee (determined by the Bank in its sole discretion) over the then applicable Cost of Funds-Based Rate and such premium is expressly described in the applicable Promissory Note, then the Borrower may prepay such Cost of Funds Rate Term Loan without incurring a Prepayment Fee. If the Borrower initially elects less than a 12 year maturity for a Construction Term Loan that is also a Cost of Funds Rate Term Loan and later the Borrower exercises its option to extend the maturity up to 12 years from the Construction Conversion Date, if the Borrower did not pay a premium to the Bank for waiver by the Bank of any Prepayment Fee at the Construction Conversion Date, then the Borrower will be subject to a Prepayment Fee at the time the Borrower elects to extend the maturity date of such Construction Term Loan; provided, however, the Bank shall waive any Prepayment Fee that would otherwise apply to any Cost of Funds Rate Term Loan issued on or after September 1, 2007 and prior to October 21, 2010.

Prepayments. (a) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05)penalty; provided that, except as otherwise agreed to by the Administrative Agent: that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Eurodollar Loans and (B) on the one Business Day prior to any date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Eurodollar Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof oreach case, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower gives a prepayment notice, then the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, any notice of prepayment given in connection with a notice of termination of the Commitments given by the Borrower may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may (subject to compliance by the Borrower with the requirements of Section 3.05) be revoked by the Borrower (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurocurrency Rate Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.182.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05)penalty; provided that, except as otherwise agreed to by the Administrative Agent: that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof oreach case, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or instruments of Indebtedness or the occurrence of any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.182.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given 47354535_7 by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay 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 Section 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. The Company mayBorrower can voluntarily prepay, upon 5 Business Days’ prior written notice to Agent, any Term Loan in full, but not in part (except for the Administrative Agent portion of the Pay Down Amount (as defined in that certain Waiver and Third Amendment to Loan Agreement dated as of December 29, 2008 (the “Third Amendment”; and such amount, the “Pay Down Amount”)) applied to the Subsequent Term Loan as a prepayment in accordance with the terms of the Third Amendment). Upon the date of (a) any voluntary prepayment of a Term Loan in accordance with the immediately preceding sentence or (b) any mandatory prepayment of a Term Loan required under this Agreement (whether by acceleration of the Obligations pursuant to delivery Section 8.2 or otherwise), Borrower shall pay to Agent, for the Administrative Agent ratable benefit of the Lenders, a Notice of Loan Prepayment, at any time or from time sum equal to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: (i) all outstanding principal plus accrued interest with respect to the such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; Term Loan, (ii) any prepayment the Final Payment Fee (as such term is defined in Section 2.7(b)) for such Term Loan, other than the deferred portion of Eurocurrency Rate Loans the Final Payment Fee solely with respect to the Pay Down Amount as set forth in Section 2.7(b), which shall be payable in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof oraccordance with Section 2.7(b), if less, the entire principal amount thereof then outstanding; and (iii) any a prepayment premium (as yield maintenance for the loss of Base Rate Committed Loans shall be in a bargain and not as a penalty) equal to: (A) 8.00% of the outstanding principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof orsuch Term Loan, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice payment is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent made on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify one year anniversary of the date and such Term Loan was made (the “Applicable First Anniversary”), (B) 2.00% of the outstanding principal amount of such prepayment, the Type(s) of Committed Loans to be prepaid andTerm Loan, if Eurocurrency Rate Loans are to be prepaid, such prepayment is made after the Interest Period(s) Applicable First Anniversary of such Loans. The Administrative Agent will promptly notify each Lender Term Loan but on or before the two year anniversary of its receipt of each the date such noticeTerm Loan is made (the “Applicable Second Anniversary”), and (C) 1.00% of the outstanding principal amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyTerm Loan, the Company shall make if such prepayment and is made after the payment amount specified in such notice shall be due and payable on Applicable Second Anniversary but before the first day of the thirty-seventh month following the date specified therein. Any prepayment of a Eurocurrency Rate such Term Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentageswas made.”

Prepayments. The Company mayBorrower can voluntarily prepay, upon 3 Business Days’ prior written notice to Agent, any Term Loan in full, but not in part. Upon the Administrative Agent date of (a) any voluntary prepayment of a Term Loan in accordance with the immediately preceding sentence or (b) any mandatory prepayment of a Term Loan required under this Agreement (whether by acceleration of the Obligations pursuant to delivery Section 8.2 or otherwise), Borrower shall pay to Agent, for the Administrative Agent ratable benefit of the Lenders, a Notice of Loan Prepayment, at any time or from time sum equal to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to all outstanding principal plus any date of prepayment of Eurocurrency Rate Loans and (B) on unpaid interest accrued through the date of such prepayment of Base Rate Committed Loans; with respect to the such Term Loan, (ii) any prepayment of Eurocurrency Rate Loans shall be the Final Payment Fee (as such term is defined in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orSection 2.7(d)) for such Term Loan, if less, the entire principal amount thereof then outstanding; and (iii) any a prepayment premium (as yield maintenance for loss of Base Rate Committed Loans shall be in bargain and not as a penalty) equal to: (A) 5% on such principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof orprepayment amount, if lesssuch prepayment is made on or before the one year anniversary of such Term Loan, (B) 4% on such principal prepayment amount, if such prepayment is made after the entire one year anniversary of such Term Loan but on or before the two year anniversary of such Term Loan, and (C) 2% on such principal amount thereof then outstandingprepayment amount, if such prepayment is made after the two year anniversary of such Term Loan but before the Applicable Term Loan Maturity Date for such Term Loan; provided, further however, that Borrower shall not be obligated to pay the amounts described in clauses (A), (B) or (C) above in connection with a Notice prepayment in full of the Term Loan Prepayment may state that such notice is conditioned upon and [*] Certain information in this document has been omitted and filed separately with the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice Securities and Exchange Commission. Confidential treatment has been requested with respect to the Administrative Agent omitted portions the other Obligations hereunder in the event that either (i) Borrower has requested in writing that the Requisite Lenders consent to a transaction that is not permitted under Section 7.5 and the Requisite Lenders have not consented to such transaction on or prior to the specified effective dateResponse Date (as defined below) if such condition or (ii) Borrower has requested in writing that the Requisite Lenders consent to any amendment, modification or waiver of the Maxygen License Agreement for which the consent of the Requisite Lenders is not satisfied. Each such notice shall specify the date required under Section 7.11(a) and the amount Requisite Lenders have not consented to such amendment, modification or waiver on or prior to the Response Date. Borrower shall have no obligation upon any prepayment of such prepaymentany Term Loan hereunder to pay, in addition to the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount amounts specified in such notice shall be due and payable on this Section 2.4, any yield maintenance with respect to unaccrued interest that would have accrued through the date specified therein. Any prepayment maturity of a Eurocurrency Rate Term Loan shall be accompanied by all accrued interest on the amount had such Term Loan not been prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. The Company may, upon notice to Makers may prepay the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, Principal Amount in whole at any time or in part from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05)time; provided that, except as otherwise agreed to by the Administrative Agent: that (i) such the Makers deliver irrevocable written notice must be received by to the Administrative Agent not later than 1:00 p.m. Payee at least thirty (A30) three Business Days days prior to any date of such prepayment, which notice shall include written confirmation from the Makers that such prepayment of Eurocurrency Rate Loans and (B) on is permissible under the date of prepayment of Base Rate Committed Loans; Senior Loan Agreement, (ii) any each partial prepayment of Eurocurrency Rate Loans Principal Amount shall be in a principal amount of equal to $500,000 250,000 or a whole an integral multiple of $100,000 in excess thereof orthereof, if less, the entire principal amount thereof then outstanding; and (iii) any such prepayment of Base Rate Committed Loans shall be in made together with payment of a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, Prepayment Premium as provided below if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice prepayment is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent made on or prior to the specified effective date) if such condition second anniversary of the Date of Note. If the Principal Amount is not satisfied. Each such notice paid on or prior to the second anniversary of the Date of Note, the Makers shall specify pay all accrued but unpaid Interest plus an amount equal to the sum of the Interest that would have accrued and been due and payable under this Note from the date and the amount of such prepaymentprepayment through the second anniversary of the Date of Note (a “Prepayment Premium”). If notice of prepayment is given, the Type(s) of Committed Loans Principal Amount to be prepaid andas stated in the notice, together with Interest accrued thereon through the date of prepayment with respect to the Principal Amount prepaid, all unpaid Assessments and a Prepayment Premium, if Eurocurrency Rate Loans are to be prepaidany, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be become due and payable on the date specified thereinin the notice. Any prepayment In the case of a Eurocurrency Rate Loan shall be accompanied by the redemption of less than all accrued interest on of the amount prepaidoutstanding Principal Amount hereof, together with any additional the amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment so paid shall be applied in the following order: (a) first, to the Committed Loans payment of the Lenders Prepayment Premium, if any; (b) second, to payment of accrued Interest; (c) third, to payment of unpaid Assessments; and (d) finally, to payment of the Principal Amount, in accordance with their respective Applicable Percentagesinverse order of the principal installments hereof.

Prepayments. The Company (c) Each Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05)penalty; provided that, except as otherwise agreed to by the Administrative Agent: that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon (Applicable Time, in the case of a Borrowing denominated in an Offshore Currency) (A) two Business Days prior to any date of prepayment of Offshore Rate Committed Loans denominated in Dollars, (B) three Business Days prior to any date of prepayment of Eurocurrency an Offshore Rate Loans Committed Loan denominated in Canadian Dollars, euro, British Pounds Sterling, Swiss Francs, Japanese Yen, Australian Dollars or New Zealand Dollars, (C) five Business Days prior to any date of prepayment of an Offshore Rate Committed Loan denominated in any other Committed Loan Offshore Currency and (BD) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Offshore Rate Committed Loans in Dollars shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, if less, the entire thereof; (iii) any prepayment of Offshore Rate Committed Loans in a Committed Loan Offshore Currency shall be in a minimum principal amount thereof then outstandingof the Dollar Equivalent Amount of $5,000,000; and (iiiiv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof thereof, or, in each case, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Offshore Rate Committed Loans are to be prepaid, the Interest Period(s) and Committed Loan Offshore Currencies, if applicable, of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency an Offshore Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.182.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. The Company may, upon notice to Borrower may prepay the Administrative Agent pursuant to delivery to the Administrative Agent principal amount of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans Prime Advance in whole or in part from time to time without premium any prepayment penalty. The Borrower may not prepay any LIBOR Advance before the expiration of the LIBOR Interest Period applicable to such LIBOR Advance, except upon the payment of the amount provided for below. If any LIBOR Advance becomes due and payable or penalty is prepaid prior to the last day of the applicable LIBOR Interest Period (including any prepayment resulting from the acceleration of the Revolving Facility by the Lenders as a consequence of an Event of Default), the Borrower also promises to reimburse the Lenders on demand for any resulting loss, cost, or expense incurred by the Lenders as a result thereof including, without limitation, any loss incurred in obtaining, liquidating, or employing deposits from third parties, but excluding the Lenders’ loss of margin for the period after any such payment. If, because of the introduction of or any change in, or because of any judicial, administrative, or other governmental interpretation of, any law or regulation, there shall be any increase in the cost to the Lenders of making, funding, maintaining, or allocating capital to LIBOR Advances, then from time to time, within fifteen (15) days after demand by the Agent, the Borrower shall either (a) pay to the Lenders additional amounts sufficient to compensate the Lenders for such increased cost; or (b) convert all LIBOR Advances to a Prime Advance. If the Borrower elects the option provided in the foregoing subparagraph (b), the Borrower shall not be subject to Section 3.05); provided thatthe requirement hereunder that the Borrower reimburse the Lenders for any loss, except as otherwise agreed to cost or expense incurred by the Administrative Agent: (i) such notice must be received by Lenders as a result of the Administrative Agent not later than 1:00 p.m. (A) three Business Days Borrower paying a LIBOR Advance prior to any date the end of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstandingapplicable LIBOR Interest Period; provided, further that a Notice however, thereafter the Borrower may not elect for any Advances to be LIBOR Advances. If, because of Loan Prepayment may state that such notice is conditioned upon the effectiveness introduction of other credit facilities or the occurrence any change in, or because of any one judicial, administrative, or more other transactions governmental interpretation of, any law or events specified thereinregulation, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of it becomes unlawful for the Lenders in accordance with their respective Applicable Percentagesto make, fund, or maintain any LIBOR Advance, then the Lenders’ obligation to make, fund, or maintain any LIBOR Advance shall terminate.

Prepayments. The Company (a)Without prepayment premium or penalty (other than any applicable Prepayment Premium) but subject to Section 3.05, Borrower may, upon same Banking Day’s notice to Administrative Agent in the case of the Base Rate Loans, upon at least one (1) U.S. Government Securities Banking Day’s notice to the Administrative Agent pursuant in the case of Daily SOFR Loans, and at least three (3) U.S. Government Securities Banking Days’ notice to delivery to the Administrative Agent in the case of a Notice LIBORTerm SOFR Loans, which notice shall have been received not later than 11:00 a.m. (New York time) on such applicable date, prepay in whole or in part the Ratable Loans or any of Loan Prepaymentthe Term Loans; provided, that (1) any partial prepayment under the foregoing shall be in integral multiples of One Million Dollars ($1,000,000) and (2) each prepayment under the foregoing shall include, at any time Administrative Agent’s option, all interest accrued on the amount of principal prepaid to (but excluding) the date of prepayment. Borrower shall have the right to prepay Bid Rate Loans only if so provided in the Bid Rate Quote Request, and otherwise with the consent of the Ratable Loan Bank or the Designated Lender that funded the Bid Rate Loan that Borrower desires to prepay. Borrower may, from time to time voluntarily on any Banking Day so long as prior notice is given to Administrative Agent and Swingline Lender no later than 1:00 p.m. (New York City time) on the day on which Borrower intends to make such prepayment, prepay Committed any Swingline Loans in whole or in part without premium or penalty in amounts aggregating at least One Hundred Thousand Dollars (subject to Section 3.05$100,000); provided that, except as otherwise agreed to by the Administrative Agent: (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $500,000 or a whole an integral multiple of One Hundred Thousand Dollars ($100,000 in excess thereof 100,000) (or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a aggregate outstanding principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, all Swingline Loans then outstanding) by paying the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are together with accrued interest thereon to be prepaid, the Interest Period(s) date of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and prepayment by initiating a wire transfer of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment principal and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant Swingline Loans no later than 1:00 P.M. (New York City time) on such day and Borrower shall deliver a federal reference number evidencing such wire transfer to Section 3.05. Subject to Section 2.18, each Administrative Agent as soon as available thereafter on such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentagesday.

Prepayments. The Company may, upon notice On any installment payment date additional payments may be made to the Administrative Agent pursuant be credit to delivery principal. Xxxxxxxx agrees to the Administrative Agent a prepayment premium of a Notice two percent (2.0%) of Loan Prepayment, any additional principal amount paid at any time prior to the Maturity Date. Prepayments shall be credited to installments of principal in the inverse order of their maturity. Monthly payments shall not be reduced as a result of any prepayments. The foregoing prepayment premium shall be payable regardless of whether the loan is prepaid voluntarily or involuntarily. Of even date herewith the Borrowers and Xxxxxx have entered into that certain Fourth Modification to Third Amended and Restated Loan and Security Agreement (“Agreement”). This Promissory Note is defined in the Agreement as the “Note No. 1”. Unless otherwise defined herein, all words and phrases with their initial letter capitalized shall be afforded the meaning given in the Agreement. The Lender’s records of advances and repayments will be prima facie evidence of the amount owed by the Borrowers to the Lender with respect to this Note, in the absence of manifest error. All payments made upon this Note shall be applied first to the outstanding accrued interest, if any, through the date of payment and the balance, if any, to the principal balance due and owing under this Note. This Note is an amendment, renewal, extension, and modification of, but does not pay or satisfy, that certain First Amended and Restated Promissory Note payable by Borrowers to Lender dated April 20, 2011, in the principal amount of Five Million Four Hundred Fifty-Two Thousand Eight Hundred Sixty-One and 47/100 DOLLARS ($5,452,861.47) (“Prior Note”). Borrowers and each of them hereby waive any and all suretyship type defenses to payment of this Note. Borrowers agree that if, and as often as, this Note is placed in the hands of an attorney for collection or to defend or enforce any of the Lender’s rights hereunder or under any instrument securing payment of this Note, Borrowers shall pay the Lender its reasonable attorneys’ fees and all court costs and other expenses incurred in connection therewith. It is expressly understood that time is of the essence of this Note, and if the Borrowers shall fail to pay, when due, any amount payable under the provisions of this Note or fail to perform any other obligation to the Lender, or upon the occurrence of an Event of Default under the Agreement such event shall constitute a default hereunder (any of the foregoing being hereinafter referred to as “Default”). Upon Default (i) this Note and all other liabilities together with all accrued but unpaid interest hereon and thereon, at the option of the Lender, and without notice, demand or presentment, or notice of intent to accelerate to the Borrowers or any other person or party, may be declared, and thereupon immediately shall become, due and payable; and (ii) the Lender may exercise, from time to time, any and all other rights, remedies and recourses now or hereafter existing in equity, at law, herein or under the Agreements, any other Loan Documents between Borrowers and Lender, by virtue of statute or otherwise, including but not limited to, all rights and remedies available to it under the Uniform Commercial Code as in effect from time to time voluntarily prepay Committed Loans in whole the State of Oklahoma, and the right to foreclose any and all liens and security interests securing this Note. Notwithstanding anything herein or in part the Agreement to the contrary, this Note and all other liabilities of Borrowers to Lender, at the option of Lender, may be accelerated, without premium notice or penalty demand of any kind in the event Borrowers fail to make when due any payments to Lender as required herein or in the Agreement. At any time additional payments may be made to be credited to principal. Monthly payments shall not be reduced as a result of any prepayments. The invalidity, or unenforceability in particular circumstances, of any provision of this Note shall not extend beyond such provision or circumstances, and no other provision of this instrument shall be affected thereby. Borrowers expressly stipulate and agree that it is the intent of Borrowers and Lender at all times to comply with applicable state law or applicable United States federal law (subject to Section 3.05the extent that it permits Lender to contract for, charge, take, reserve, or receive a greater amount of interest than under state law) and that this section shall control every other covenant and agreement in this Note and the other Loan Documents. If the applicable law (state or federal) is ever judicially interpreted so as to render usurious any amount called for under the Note or under any of the other Loan Documents, or contracted for, charged, taken, reserved, or received with respect to the Note, or if Lender’s exercise of the option to accelerate the maturity of the Note, or if any prepayment by Borrowers result in Borrowers having paid any interest in excess of that permitted by applicable law, then it is Borrowers’ and Lender’s express intent that all excess amounts theretofore collected by Xxxxxx shall be credited on the principal balance of the Note (or, if the Note has been or would thereby be paid in full, refunded to Borrowers); provided that, except and the provisions of the Note and the other Loan Documents immediately shall be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new documents, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder or thereunder. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the loan proceeds evidenced by the Administrative Agent: (i) Note shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Note until payment in full so that the rate or amount of interest on account of the Note does not exceed the maximum rate permitted under applicable law from time to time in effect and applicable to the Note for so long as the Note is outstanding. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, it is not the intention of Lender to accelerate the maturity of any interest that has not accrued at the time of such notice must be received acceleration or to collect unearned interest at the time of such acceleration. This Note, to the extent of the full face amount hereof, evidences indebtedness of Borrowers to Lender. This Note is issued by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior Borrowers as part of a commercial transaction and no part of this loan is for a personal use. Borrowers hereby consent to the jurisdiction and/or venue of any state district court or federal district court within the State of Oklahoma, as Lender may elect with respect to any date action involving this Note. BORROWERS HEREBY VOLUNTARILY, AND KNOWINGLY, IRREVOCABLY, AND UNCONDITIONALLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN THE BORROWERS AND LENDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR ANY RELATED LOAN DOCUMENT. Borrowers stipulate and agree that the Lender may, at its sole discretion, assign this Note to any such person it may select, upon such terms and conditions as it may deem appropriate, and that such assignee shall thereafter become the holder of prepayment this Note and shall be entitled to enforce all rights, remedies, and other benefits which shall or may inure to the benefit of Eurocurrency Rate Loans the Lender. Borrowers further stipulate, represent and agree that this instrument evidences the valid, enforceable, and binding obligation of the Borrowers to the Lender in accordance with the terms and provisions hereof, without any defense (B) on as of the date of prepayment of Base Rate Committed Loans; (iithis Note) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on enforcement thereof, whether denominated as affirmative defense, offset, counterclaim, or otherwise, and whether at law or in equity. Borrowers hereby waive all defenses (existing as of the date of this Note and/or based upon acts or omissions occurring prior to the specified effective datedate of this Note) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans enforcement of the Lenders in accordance with their respective Applicable Percentagesthis Note.

Prepayments. The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepaymentat its option, at any time or from time to time voluntarily repay or prepay Committed part or all of the outstanding principal balance of the Loans in whole or in part without premium or penalty (subject to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) bearing interest based on the date of prepayment of Base Prime Rate Committed Loans; (ii) without premium. If any prepayment of Eurocurrency LIBOR Rate Loans shall be in a principal amount of $500,000 Loan or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Money Market Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prepaid prior to the specified effective date) if end of the Loan Period for such condition loan, whether voluntarily or because prepayment is not satisfied. Each required due to such notice shall specify the date and the amount of such prepaymentloan’s maturing or accelerating upon default or otherwise, the Type(s) Borrower agrees to pay all of Committed Loans to be prepaid andthe Bank’s costs, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeexpenses, and of Interest Differential (as determined by the amount of such Lender’s Applicable Percentage Bank) incurred as a result of such prepayment. If such notice is given by Because of the Companyshort-term nature of this facility, the Company Borrower agrees that the Interest Differential shall make such prepayment and the payment amount specified in such notice shall not be due and payable on the date specified thereindiscounted to its present value. Any prepayment of a Eurocurrency LIBOR Rate Loan or a Money Market Rate Loan shall be accompanied by all accrued interest on in an amount equal to the amount prepaid, together with any additional amounts required pursuant to Section 3.05remaining entire principal balance of such loan. Subject to Section 2.18, each such prepayment There shall be applied no prepayments of any Cost of Funds Rate Term Loan, provided that the Bank may consider requests for its consent with respect to prepayment of any Cost of Funds Rate Term Loan, without incurring an obligation to do so, and the Borrower acknowledges that in the event that such consent is granted, the Borrower shall be required to pay the Bank, upon prepayment of all or part of the principal amount of a Cost of Funds Rate Term Loan before final maturity, a prepayment indemnity (“Prepayment Fee”) equal to the Committed Loans greater of zero, or that amount, calculated on any date of prepayment (“Prepayment Date”), which is derived by subtracting: (a) the Lenders principal amount of such Cost of Funds Rate Term Loan or portion of such Cost of Funds Rate Term Loan to be prepaid from (b) the Net Present Value of such Cost of Funds Rate Term Loan or portion of such Cost of Funds Rate Term Loan to be prepaid on such Prepayment Date; provided, however, that the Prepayment Fee shall not in accordance with their respective Applicable Percentagesany event exceed the maximum prepayment fee permitted by applicable law.

Prepayments. The Company mayReductions in Revolving Credit Commitments. (a) Voluntary Prepayments/Reductions. (i) Term Loans. Upon at least two (2) Business Days’ notice to the Administrative Agent, the Borrowers may prepay any Base Rate Loan which is a Term Loan, in whole or in part. Eurodollar Rate Loans may be prepaid (A) in whole or in part on the expiration date of the then applicable Eurodollar Interest Period and (B) on any other Business Day upon at least three (3) Business Days’ prior written notice to the Administrative Agent pursuant and only upon payment of the amounts described in Section 4.2(f). Unless the aggregate outstanding principal balance of the Term Loans is to delivery be prepaid in full, voluntary prepayments of Loans shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. Each voluntary prepayment of Term Loans shall be applied to the pro rata repayment of the Initial Term Loans and the Additional Term Loans, in each case pro rata to all unpaid installments thereof due to each Term Loan Lender based on such Term Loan Lender’s Pro Rata Share of the Initial Term Loans or the Additional Term Loans, as the case may be. Any notice of prepayment given to the Administrative Agent under this Section 3.1(a)(i) shall specify, in accordance with the terms hereof, the date (which shall be a Business Day) of a Notice prepayment, the aggregate principal amount of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty the prepayment and (subject to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: (ipreceding sentence) any allocation of such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurocurrency amount among Base Rate Loans and (B) on the date Eurodollar Rate Loans. When notice of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a is delivered as provided herein, the principal amount of $500,000 or a whole multiple of $100,000 the Term Loans specified in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be become due and payable on the prepayment date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each in such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentagesnotice.

Prepayments. (i) The Company may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent principal amount of a Notice of Loan Prepayment, any Base Rate Advance may be prepaid in full or ratably in part at any time or from time without penalty and without regard to time voluntarily prepay Committed Loans the Payment Date for such Advance (in whole or in part without premium or penalty (subject to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to case of any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (iiAdvance) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $500,000 upon written notice, or a whole multiple of $100,000 in excess thereof ortelephonic notice followed immediately by written notice, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or the date of such prepayment; provided, however, that the Borrower’s failure to confirm any telephonic notice with a written notice shall not invalidate any notice so given if acted upon by the Administrative Agent. LIBOR Advances may be prepaid prior to the specified effective dateapplicable Payment Date, upon three (3) if such condition is not satisfied. Each such Business Days’ prior written notice, or telephonic notice followed immediately by written notice, to the Administrative Agent; provided, however, that the Borrower shall specify reimburse the date Lenders and the amount Administrative Agent, on the earlier of demand by the applicable Lender or the Maturity Date, for any loss or reasonable out-of-pocket expense incurred by any Lender or the Administrative Agent in connection with such prepayment, as set forth in Section 2.9; provided further, however, that the Type(s) of Committed Loans Borrower’s failure to be prepaid and, confirm any telephonic notice with a written notice shall not invalidate any notice so given if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given acted upon by the Company, the Company shall make such Administrative Agent. Any partial prepayment and the payment amount specified in such notice hereunder shall be due in amounts of not less than $500,000 and payable on in integral multiples of $250,000. Revolving Loans and Swingline Loans prepaid pursuant to this Section 2.6(a) may be reborrowed, subject to the date specified thereinterms and conditions hereof. Any prepayment of a Eurocurrency Rate Initial Term Loan or Incremental Term Loan, as applicable, prepaid pursuant to this Section 2.6(a) may not be reborrowed. Amounts prepaid shall be accompanied by all paid together with accrued interest on the amount prepaid, together with any additional amounts required pursuant to so prepaid accrued through the date of such prepayment. Repayments under this Section 3.05. Subject to Section 2.18, each such prepayment 2.6(a) shall be applied to the Committed Loans remaining scheduled principal installments of the Lenders in accordance with their respective Applicable Percentagesapplicable Term Loans as the Borrower shall direct.

Prepayments. (a) The Company Borrowers may, upon irrevocable (except in connection with a termination of Commitments as set forth in Section 2.06 below or as otherwise provided below) notice from the Lead Borrower to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed CommittedABL Loans in whole or in part without premium or penalty (subject to Section 3.05)penalty; provided provided, that, except as otherwise agreed to by the Administrative Agent: (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurocurrency LIBO Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency LIBO Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) unless a Cash Dominion Event has occurred and is continuing, any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof oreach case, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment and (iv) such notice delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities facilities, indentures or similar agreements related to the incurrence of Indebtedness or the occurrence consummation of any one or more other transactions or events specified thereinanother transaction, in which case such notice may be revoked by the Company Lead Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency LIBO Rate Loans are to be prepaidLoans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyLead Borrower, the Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each Each such prepayment shall be applied to the Committed CommittedABL Loans of the Lenders in accordance with their respective Applicable ABL Percentages.. - 81- 6245414.1

Prepayments. The Company mayExcept as expressly provided in this Agreement, upon notice to the Administrative Agent all prepayments of principal made by Borrower pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: 4.4 shall be applied (i) first to the payment of the unpaid principal amount of the Loans (with the Supplemental Scheduled Term Repayment Percentage of such notice must repayment to be received applied to the Term Loans and the Scheduled Revolving Commitment Reduction Percentage of such repayment to be applied to the Revolving Loans), with the Revolving Commitments and the Scheduled Revolving Commitment Reductions permanently reduced by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date amount of the prepayment of Eurocurrency Rate the Revolving Loans and the Scheduled Revolving Commitment Reductions reduced in direct order until the Scheduled Revolving Commitment Reductions and the Supplemental Scheduled Term Repayments have been made, second to the payment of the unpaid principal amount of the Term Loans and third to the payment of the then outstanding balance of the Revolving Loans and the cash collateralization of LC Obligations (B) on in the date manner set forth in Section 4.4(a)), in each case in proportional amounts equal to such Lender's applicable Term Pro Rata Share or Revolver Pro Rata Share, as the case may be, of prepayment of Base Rate Committed Loanssuch prepayment; (ii) any prepayment within each of Eurocurrency the foregoing Loans, first to the payment of Base Rate Loans shall be in a principal amount and second to the payment of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstandingEurodollar Loans; and (iii) with respect to Eurodollar Loans, in such order as Borrower shall request (and in the absence of such request, as Agent shall determine). Each prepayment of the Term Loans pursuant to Section 4.4(c), (d), (e), (f) and (g) shall be applied first to the Supplemental Scheduled Term Repayments and second to the Scheduled Term Repayments, in each case in the order of the maturity of such principal installments then remaining to be paid. If any prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall immediately be converted into Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender All prepayments shall include payment of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the principal amount so prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans payment of the Lenders in accordance with their respective Applicable Percentagesinterest before application to principal and shall include amounts payable, if any, under Section 3.5.

Prepayments. The Company mayExcept as expressly provided in this Agreement, upon notice to the Administrative Agent all prepayments of principal made by Borrower pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentSECTIONS 4.4(C), at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05D); provided that, except as otherwise agreed to by the Administrative Agent: (E), and (F) shall be applied (i) first to the payment of the unpaid principal amount of the Term Loans (with the Term A Dollar Percentage of such notice must repayment to be received by applied as a repayment of Term A Dollar Loans, the Administrative Agent not later than 1:00 p.m. Term A Euro Percentage of such repayment to be applied as a repayment of Term A Euro Loans, the Term B Dollar Percentage of such repayment to be applied as a repayment of Term B Dollar Loans, the Term B Euro Percentage of such repayment to be applied as a repayment of Term B Euro Loans) and, within each Term Loan, shall be applied to reduce the remaining Scheduled Term A Repayments and Scheduled Term B Repayments on a pro rata basis (Abased upon the then remaining principal amount of such Scheduled Term A Repayments and Scheduled Term B Repayments, respectively) three Business Days prior and second to any date the payment of prepayment the then outstanding balance of Eurocurrency Rate the Domestic Revolving Loans and (B) on Multicurrency Revolving Loans and the date cash collateralization of prepayment of Base Rate Committed LoansLC Obligations; (ii) any prepayment within each of the foregoing Loans, first to the payment of Base Rate Loans and second to the payment of Eurocurrency Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstandingLoans; and (iii) with respect to Eurocurrency Loans, in such order as Borrower shall request (and in the absence of such request, as Administrative Agent shall determine). If any prepayment of Eurocurrency Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall immediately be converted into Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender All prepayments shall include payment of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the principal amount so prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans payment of the Lenders in accordance with their respective Applicable Percentagesinterest before application to principal and shall include amounts payable, if any, under SECTION 3.5.

Prepayments. (a) The Company Borrowers may, upon irrevocable notice (unless the notice is conditioned on a refinancing, a Change of Control or asset sale transaction or other transaction of a similar nature, in which case such notice may be revoked on or prior to such date, in the event such transaction is not consummated on or prior to such date) from the Lead Borrower to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05)penalty; provided that, except as otherwise agreed to by the Administrative Agent: that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency LIBO Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency LIBO Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof oreach case, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency LIBO Rate Loans are to be prepaidLoans, the Interest Period(s) of such Committed Loans. The Administrative Agent will promptly notify each Revolving Lender of its receipt of each such notice, and of the amount of such Revolving Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyLead Borrower, the Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each Each such prepayment shall be applied to the Committed Loans of the Revolving Lenders in accordance with their respective Applicable Percentages.

Prepayments. The Company mayBorrower will not, upon notice nor will it permit any of its Subsidiaries to, either directly or indirectly, voluntarily redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the Administrative Agent pursuant to delivery to maturity of, Indebtedness of the Administrative Agent Borrower or any of a Notice of Loan Prepayment, its Subsidiaries; provided that (A) the Borrower and its Subsidiaries may at any time redeem, retire or from time otherwise pay prior to time voluntarily prepay Committed Loans in whole its scheduled maturity, or in part without premium or penalty (subject to Section 3.05); provided thataccelerate the maturity of, except as otherwise agreed to by the Administrative Agent: Indebtedness under (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. this Agreement or any other Loan Document and (Aii) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and Hedging Agreement; (B) the Borrower and its Subsidiaries may at any time (i) within sixty days of an entity becoming a Subsidiary, redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, Indebtedness of such entity outstanding on the date of prepayment of Base Rate Committed Loanssuch entity becomes a Subsidiary; (ii) absent the existence of a Default or Unmatured Default, redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, any prepayment Indebtedness which is not subordinated in right of Eurocurrency Rate Loans payment to Indebtedness outstanding hereunder; (iii) redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, Indebtedness arising under the 2020 Subordinated Notes, 2025 Subordinated Convertible Notes, 2035 Convertible Notes, the Trust PIERS, the New Trust PIERS, and any other Permitted Subordinated Debt; provided that at the time of any such redemption, purchase or payment under this clause (iii), (a) no Default or Unmatured Default shall have occurred and be in a continuing or result therefrom, (b) after giving effect to such redemption, purchase or payment, the cash and Cash Equivalents of the Borrower shall not be less than the sum of $50,000,000 plus the aggregate principal amount of $500,000 the Revolving Loans outstanding and (c) both before or after giving effect to the proposed redemption, purchase or payment on a whole multiple of $100,000 in excess thereof or, if lessPro Forma Basis, the entire principal amount Leverage Ratio shall not exceed 3.50:1.00 and (iv) redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, Indebtedness arising under the 2013 Subordinated Notes and the 2015 Subordinated Notes; (C) the conversion of Indebtedness of the Borrower or any of its Subsidiaries to equity of the Borrower shall not be deemed a payment thereof then outstandingfor purposes of this Section 6.12; and (iiiD) the Borrower and its Subsidiaries may at any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 time redeem, retire or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or otherwise pay prior to its scheduled maturity, or accelerate the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepaymentmaturity of, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given any other Indebtedness in connection with a refinancing permitted by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentagesthis Agreement.

Prepayments. The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentPrepayment to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans under any Facility in whole or in part without premium or penalty (subject to Section 3.05)penalty; provided that, except as otherwise agreed to by the Administrative Agent: that (ia) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (Ai) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (Bii) on the date of prepayment of Base Rate Committed Loans; (iib) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof oreach case, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Facility (or Facilities) to be prepaid and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender under the applicable Facility of its receipt of each such notice, and of the amount of such Lender’s Applicable Loan Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, so long as the Administrative Agent is notified prior to the prepayment date, a notice of optional prepayment may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.182.15, each such prepayment shall be applied to the Committed Loans of the Lenders under the applicable Facility in accordance with their respective Applicable Loan Percentages. Any prepayment of Loans that are Term A-3 Loans or Term A-5 Loans pursuant to this Section 2.05 shall be applied to reduce the subsequent scheduled repayments of Term A-3 Loans or Term A-5 Loans to be made pursuant to Section 2.07(a) or Section 2.07(b), as applicable, as directed in writing by the Borrower or, if no such direction has been provided, in direct order of maturity. Notwithstanding anything to contrary and for the avoidance of doubt, the provisions of this Section 2.05 shall permit any prepayment of Loans on a Facility by Facility basis and on a non-pro rata basis across Facilities (but not within a single Facility), in each case, as selected by the Borrower in its sole discretion.

Prepayments. (a) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 3.05)penalty; provided that, except as otherwise agreed to by the Administrative Agent: that (i) such notice must be received by the Administrative Agent not later than 1:00 12:00 p.m. (A) three two Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Revolving Credit Loans and (B) on the date of prepayment of Base Rate Committed Revolving Credit Loans; (ii) any prepayment of Eurocurrency Eurodollar Rate Revolving Credit Loans shall be in a principal amount of $500,000 2,500,000 or a whole multiple of $100,000 250,000 in excess thereof; and (iii) any prepayment of Base Rate Revolving Credit Loans shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, prepayment and the Type(s) of Committed Revolving Credit Loans to be prepaid and, if Eurocurrency Eurodollar Rate Revolving Credit Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Revolving Credit Lender of its receipt of each such notice, and of the amount of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of a securities offering, and the receipt of proceeds thereunder, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Subject to Section 2.16, each such prepayment shall be applied to the Revolving Credit Loans of the Revolving Credit Lenders in accordance with their respective Applicable Percentages; provided, the Revolving Credit Lenders hereby agree that the proceeds of any prepayment of any Revolving Credit Loan during the continuance of an Event of Default shall be shared ratably among all Lenders in accordance with Section 2.13. The GO Bond Term Loans may from time to time be voluntarily prepaid in whole or in part, without premium or penalty, pursuant to a voluntary redemption by the GO Bond Issuer of the GO Bonds in whole or in part, or by a mandatory redemption thereof, prior to their maturity, in each case pursuant to the terms of the GO Bond Indentures; provided, the GO Bond Term Lenders hereby agree that the proceeds of any redemption of any GO Bond received by any GO Bond Term Lender during the continuance of an Event of Default shall be shared ratably among all Lenders in accordance with Section 2.13. Any prepayment of a Eurocurrency Eurodollar Rate Loan, including any GO Bond Term Loan pursuant to the redemption of any GO Bond in whole or part prior to its maturity, shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. The Company Borrower will not, nor will it permit any of its Subsidiaries to, either directly or indirectly, voluntarily redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, Indebtedness of the Borrower or any of its Subsidiaries; provided that (A) the Borrower and its Subsidiaries may at any time redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, Indebtedness under (i) outstanding Revolving Advances, Swing Line Loans and the L/C Obligations, (ii) the NeighborCare Notes, (iii) the 2011 Subordinated Notes which is satisfied from proceeds of Permitted Subordinated Debt, convertible indebtedness or Capital Stock and (iv) any Hedging Agreement; (B) the Borrower and its Subsidiaries may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans after the repayment in whole or in part without premium or penalty (subject to Section 3.05); provided thatfull of the 364-Day Facility, except as otherwise agreed to by the Administrative Agent: (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days redeem, retire or otherwise pay prior to any date its scheduled maturity outstanding Term Loans, (ii) redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, Indebtedness arising under the 2013 Subordinated Notes which is satisfied from proceeds of prepayment Permitted Subordinated Debt, convertible indebtedness or Capital Stock, (iii) within sixty (60) days of Eurocurrency Rate Loans and (B) an entity becoming a Subsidiary, redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, Indebtedness of such entity outstanding on the date such entity becomes a Subsidiary; (iv) absent the existence of prepayment a Default or Unmatured Default, redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, any Indebtedness which is not subordinated in right of Base Rate Committed Loanspayment to Indebtedness outstanding hereunder; (v) absent the existence of a Default or Unmatured Default, redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, Indebtedness of the Borrower and its Subsidiaries in an amount not in excess of $20,000,000 in the aggregate during the term of this Agreement which amount shall not include the 2011 Subordinated Notes and the 2013 Subordinated Notes redeemed, retired or repaid pursuant to clause (A)(iii) or (B)(ii) above; and (vi) after March 31, 2006, redeem, purchase or otherwise pay prior to its scheduled maturity any Indebtedness arising under the 2011 Subordinated Notes provided that at the time of any such redemption, purchase or payment (a) the Term Loans are paid in full, (b) after such redemption, purchase or payment, no less than $250,000,000 remains unfunded under the Aggregate Revolving Commitment, (c) Borrower has achieved and maintains a Xxxxx’x Rating (as defined on Schedule I) of Baa3 or better or a S&P Rating (as defined on Schedule I) of BBB – or better and (d) no Default or Unmatured Default has occurred and continues to exist; and (C) (i) Receivables Facility Attributed Indebtedness shall be deemed not to be Indebtedness for purposes of this Section 6.12, (ii) any prepayment of Eurocurrency Rate Loans the Borrower shall be permitted to redeem, retire and exchange prior to its scheduled maturity the Trust PIERS pursuant to and in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, compliance with the entire principal amount thereof then outstanding; Exchange Transaction and (iii) the conversion of Indebtedness of the Borrower or any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and Subsidiaries to equity of the amount Borrower shall not be deemed a payment thereof for purposes of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to this Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages6.12.

Prepayments. The Company mayBorrower will not, upon notice nor will it permit any of its Subsidiaries to, either directly or indirectly, voluntarily redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the Administrative Agent pursuant to delivery to maturity of, Indebtedness of the Administrative Agent Borrower or any of a Notice of Loan Prepayment, its Subsidiaries; provided that (A) the Borrower and its Subsidiaries may at any time redeem, retire or from time otherwise pay prior to time voluntarily prepay Committed Loans in whole its scheduled maturity, or in part without premium or penalty (subject to Section 3.05); provided thataccelerate the maturity of, except as otherwise agreed to by the Administrative Agent: Indebtedness under (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. this Agreement or any other Loan Document and (Aii) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and Hedging Agreement; (B) the Borrower and its Subsidiaries may at any time (i) within sixty days of an entity becoming a Subsidiary, redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, Indebtedness of such entity outstanding on the date of prepayment of Base Rate Committed Loanssuch entity becomes a Subsidiary; (ii) absent the existence of a Default or Unmatured Default, redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, any prepayment Indebtedness which is not subordinated in right of Eurocurrency Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstandingpayment to Indebtedness outstanding hereunder; and (iii) redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, Indebtedness arising under the 2020 Subordinated Notes, 2025 Subordinated Convertible Notes, 2035 Convertible Notes, the Trust PIERS, the New Trust PIERS, and any prepayment other Permitted Subordinated Debt; provided that at the time of Base Rate Committed Loans any such redemption, purchase or payment under this clause (iii), (a) no Default or Unmatured Default shall have occurred and be in a continuing or result therefrom, (b) after giving effect to such redemption, purchase or payment, the cash and Cash Equivalents of the Borrower shall not be less than the sum of $50,000,000 plus the aggregate principal amount of $1,000,000 the Revolving Loans outstanding and (c) both before or after giving effect to the proposed redemption, purchase or payment on a whole multiple of $500,000 in excess thereof or, if lessPro Forma Basis, the entire principal amount Leverage Ratio shall not exceed 3.50:1.00; (C) the conversion of Indebtedness of the Borrower or any of its Subsidiaries to equity of the Borrower shall not be deemed a payment thereof then outstandingfor purposes of this Section 6.12; providedand (D) the Borrower and its Subsidiaries may at any time redeem, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities retire or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or otherwise pay prior to its scheduled maturity, or accelerate the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepaymentmaturity of, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given any other Indebtedness in connection with a refinancing permitted by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentagesthis Agreement.

Prepayments. The Company mayportion of this Note comprised of Floating Rate Based Funds may be prepaid, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans either in whole or in part without premium or penalty part, at any time, upon three (subject 3) Business Days' prior notice to Section 3.05); provided thatLender, except as otherwise agreed to by the Administrative Agent: (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further however, that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by a payment of all interest accrued at the Floating Interest Rate as of that date on the principal balance outstanding hereunder and provided further that any such prepayment made within six (6) months after the effective date of this Note shall be accompanied by payment of a premium equal to .10% of the principal balance outstanding hereunder ("Prepayment Premium"). The portion of this Note comprised of a LIBOR Portion may be prepaid only on the Contract Payment Date applicable thereto, provided that if any such LIBOR portions are prepaid during the first six (6) months after the effective date of this Note, Borrower shall also remit to Lender an amount equal to the Prepayment Premium. After the sixth (6th) month anniversary of this Note, no Prepayment Premium shall be due or payable. If Borrower shall now or hereafter have a right to prepay such LIBOR Portion by operation of law or otherwise, or if Borrower shall elect to prepay a LIBOR Portion on a date other than a Contract Payment Date, such prepayment must be accompanied by a simultaneous payment of any Additional Cost, Funding Costs and accrued interest on any covering Contract which Lender may incur, attributable to any such LIBOR Portion which is being prepaid in whole or in part. For purposes hereof, upon acceleration of this Note, the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied portion of this Note comprised of a LIBOR Portion having a Contract Payment Date subsequent to the Committed Loans date of acceleration shall nevertheless be due and payable, payment therefor must be accompanied by payment of any such Additional Cost, Funding Costs and accrued interest on any covering Contract attributable to any such LIBOR Portion and any foreclosure decree entered with respect to the Lenders in accordance with their respective Applicable PercentagesLoan shall include such Additional Cost, Funding Costs and accrued interest.

Prepayments. The Company (a) TheAny Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject other than any premium or penalty described in Section 2.05(l) or that may be agreed between the applicable Borrower and any Lenders pursuant to Section 3.05the applicable Incremental Joinder, Refinancing Amendment or Extension Amendment); provided that, except as otherwise agreed to by the Administrative Agent: that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) in the case of prepayment of a Borrowing of Term SOFR Loans, to the Administrative Agent’s New York office not later than 11:00 a.m., New York City time, three Business Days prior to any before the date of prepayment, (B) in the case of prepayment of Eurocurrency a Borrowing of Base Rate Loans and (B) Committed Loans, to the Administrative Agent’s New York office not later than 11:00 a.m., New York City time, on the date of prepayment and (C) in the case of Base prepayment of a Borrowing of Eurocurrency Rate Committed Loans denominated in any Alternative Currency, CDOR Rate Loans, EURIBO Rate Loans or SONIA Rate Loans, to the Administrative Agent’s London office not later than 1:00 p.m., London time, three Business Days before the date of prepayment; (ii) any prepayment of Eurocurrency Rate Loans, CDOR Rate Loans, EURIBO Rate Loans or SONIA Rate Loans, shall be in a principal amount of the Dollar Equivalent of $500,000 1,000,000 or a whole multiple of the Dollar Equivalent of $100,000 1,000,000 in excess thereof or, if less, the entire principal amount thereof then outstandingthereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 100,000 or a whole multiple of $500,000 100,000 in excess thereof or, if lessin each case, such other amount equal to the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, whether the Loans to be prepaid are Term Loans or Revolving Loans and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Companytheany Borrower, the Company thesuch Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term SOFR Loan, Eurocurrency Rate Loan, CDOR Rate Loan, EURIBO Rate Loan or SONIA Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon. Any prepayment of a Term SOFR Loan, Eurocurrency Rate Loan, CDOR Rate Loans, EURIBO Rate Loans or SONIA Rate Loan shall be made together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. The Company may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, If at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05); provided that, except as otherwise agreed to by and for any reason the Administrative Agent: (i) such notice must be received by aggregate of the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on Total New Vehicle Loan Outstandings plus the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans Swingline Loan Outstandings shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if lessexceed the Total New Vehicle Commitment, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans Borrower shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and immediately pay the amount of such prepaymentexcess to the Agent for application in accordance with the terms of Section 2.8(d) of this Agreement. If at any time Total New Vehicle Loan Outstandings include amounts advanced as Other Purpose Loans and for any reason the aggregate amount outstanding of Total New Vehicle Loan Outstandings plus Swingline Loan Outstandings shall exceed the applicable Borrowing Base (whether reflected on a Borrowing Base Certificate, determined by a Collateral inspection, or otherwise), the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of Borrower shall immediately pay the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied excess to the Committed Loans of the Lenders Agent for application in accordance with their respective Applicable Percentagesthe terms of Section 2.8(d) of this Agreement. If at any time and for any reason the aggregate of the Swingline Loan Outstandings shall exceed the Swingline Commitment, the Borrower shall immediately pay the amounts of such excess to the Agent for application in accordance with the terms of Section 2.8(d) of this Agreement. If at any time and for any reason the aggregate of the Total Program and Used Vehicle Loan Outstandings shall exceed the lesser of the Total Program and Used Vehicle Commitment or the applicable Borrowing Base (whether reflected on a Borrowing Base Certificate, determined by a Collateral inspection, or otherwise), the Borrower shall immediately pay the amount of such excess to the Agent for application in accordance with the terms of Section 2.8(d) of this Agreement. If at any time and for any reason the aggregate of the Total Demonstrator Vehicle Loan Outstandings shall exceed the Total Demonstrator Vehicle Commitment, the Borrower shall immediately pay the amount of such excess to the Agent for application in accordance with the terms of Section 2.8(d) of this Agreement. If at any time and for any reason the aggregate of the Total Acquisition Loan Outstandings shall exceed the lesser of the Total Acquisition Loan Commitment or the applicable Borrowing Base (whether reflected on a Borrowing Base Certificate, determined by a Collateral inspection, or otherwise), the Borrower shall immediately pay the amount of such excess to the Agent for application in accordance with the terms of Section 2.8(d) of this Agreement.

Prepayments. The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepaymentat its option, at any time or from time to time voluntarily repay or prepay Committed part or all of the outstanding principal balance of the Loans in whole or in part without premium or penalty (subject to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) bearing interest based on the date of prepayment of Base Prime Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence Revolving Note LIBOR Rate without premium. The Borrower may, at its option, from time to time repay or prepay part or all of the outstanding principal balance of any one or more other transactions or events specified thereinof the Revolving Loans bearing interest based on the LIBOR Rate and/or the Construction Loans at the end of a Loan Period without premium. If any LIBOR Rate Loan (including, in which case such notice may without limitation, any advances of Revolving Loans that Borrower has elected to be revoked by the Company (by notice to the Administrative Agent on or a LIBOR Rate Loan) is prepaid prior to the specified effective date) if end of the Loan Period for such condition loan, whether voluntarily or because prepayment is not satisfied. Each required due to such notice shall specify the date and the amount of such prepaymentloan's maturing or accelerating upon default or otherwise, the Type(s) Borrower agrees to pay all of Committed Loans to be prepaid andthe Bank's costs, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeexpenses, and of Interest Differential (as determined by the amount of such Lender’s Applicable Percentage Bank) incurred as a result of such prepayment. If such notice is given by Because of the Companyshort-term nature of this facility, the Company Borrower agrees that the Interest Differential shall make such prepayment and the payment amount specified in such notice shall not be due and payable on the date specified thereindiscounted to its present value. Any prepayment of a Eurocurrency LIBOR Rate Loan shall be accompanied by all accrued interest on in an amount equal to the amount prepaid, together with any additional amounts required pursuant to Section 3.05remaining entire principal balance of such loan. Subject to Section 2.18, each such prepayment There shall be applied no prepayments of any Cost of Funds Rate Term Loan, provided that the Bank may consider requests for its consent with respect to prepayment of any Cost of Funds Rate Term Loan, without incurring an obligation to do so, and the Borrower acknowledges that in the event that such consent is granted, the Borrower shall be required to pay the Bank, upon prepayment of all or part of the principal amount of a Cost of Funds Rate Term Loan before final maturity, a prepayment indemnity (“Prepayment Fee”) equal to the Committed Loans greater of zero, or that amount, calculated on any date of prepayment (“Prepayment Date”), which is derived by subtracting: (a) the Lenders principal amount of such Cost of Funds Rate Term Loan or portion of such Cost of Funds Rate Term Loan to be prepaid from (b) the Net Present Value of such Cost of Funds Rate Term Loan or portion of such Cost of Funds Rate Term Loan to be prepaid on such Prepayment Date; provided, however, that the Prepayment Fee shall not in accordance with their respective Applicable Percentagesany event exceed the maximum prepayment fee permitted by applicable law. Notwithstanding the foregoing, if prior to the conversion of a Construction Period Construction Loan to a Cost of Funds Rate Term Loan, the Bank and the Borrower mutually agree that the Cost of Funds-Based Rate will include a premium as payment to the Bank for waiver by the Bank of any Prepayment Fee (determined by the Bank in its sole discretion) over the then applicable Cost of Funds-Based Rate and such premium is expressly described in the applicable Promissory Note, then the Borrower may prepay such Cost of Funds Rate Term Loan without incurring a Prepayment Fee. If the Borrower initially elects less than a 12 year maturity for a Construction Term Loan that is also a Cost of Funds Rate Term Loan and later the Borrower exercises its option to extend the maturity up to 12 years from the Construction Conversion Date, if the Borrower did not pay a premium to the Bank for waiver by the Bank of any Prepayment Fee at the Construction Conversion Date, then the Borrower will be subject to a Prepayment Fee at the time the Borrower elects to extend the maturity date of such Construction Term Loan; provided, however, the Bank shall waive any Prepayment Fee that would otherwise apply to any Cost of Funds Rate Term Loan issued on or after September 1, 2007 and prior to October 21, 2010.

Prepayments. (a) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty (subject to Section 3.05)penalty; provided that, except as otherwise agreed to by the Administrative Agent: that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof oreach case, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, prepayment and the Type(s) of Committed Revolving Loans to be prepaid and, if Eurocurrency Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.182.16, each such prepayment shall be applied to the Committed Revolving Loans of the Lenders in accordance with their respective Applicable Percentages.. (b) At any time the Autoborrow Agreement is not in effect, the Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall

Prepayments. The Company may, upon notice to Borrower will have the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, right at any time or from time to time voluntarily prepay Committed Loans the Note in whole or in part part, without premium or penalty (subject penalty, but with interest accrued to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment prepayment. In addition, the Borrower hereby agrees that throughout the term of Base Rate Committed Loansthe Note the Borrower will in good faith use the Borrower's best efforts to sell that portion of the Collateral (as hereinafter defined) described in Schedule "B" attached hereto as a part hereof (the "Liquidation Assets") in a manner reasonably calculated to fully repay the Note on or before December 31, 1999. In connection with the liquidation of the Liquidation Assets, the Borrower agrees to consult with the members of the loan committee (the "Loan Committee") of the Board of Directors of the Lender's parent Chesapeake Energy Corporation (the "Company"). The Borrower further agrees that in the event the unpaid principal balance of the Note is more than: (a) $4,600,000.00 on March 31, 1999; (iib) any prepayment of Eurocurrency Rate Loans shall be in $4,000,000.00 on June 30, 1999; or (c) $2,500,000.00 on September 30, 1999 (each a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less"Payment Hurdle"), the entire principal amount thereof then outstanding; Lender (acting through the members of the Loan Committee if so approved by the Loan Committee on behalf of the Lender) will have the right at any time thereafter to dispose of the Liquidation Assets in such manner and on such terms as the Lender (iiiacting through the members of the Loan Committee if so approved by the Loan Committee on behalf of the Lender) determines in the Lender's sole discretion and the Borrower hereby fully authorizes and empowers (without the necessity of any prepayment further consent or authorization from the Borrower) the Lender and appoints and makes the Lender the Borrower's true and lawful attorney-in fact and agent for the Borrower and in the Borrower's name, place and stead with full power of Base Rate Committed Loans shall be substitution, in a principal amount the Lender's name or the Borrower's name or otherwise, for the Lender's sole use and benefit, but at the Borrower's cost and expense, to dispose of $1,000,000 or a whole multiple of $500,000 in excess thereof orthe Liquidation Assets, if lesswithout notice, provided, however, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date Lender and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and member of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by Loan Committee will be under no obligation or duty to exercise the Company, power hereby conferred upon it and will be without liability for any act or failure to act in connection with the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans disposition of the Lenders in accordance Liquidation Assets. Unless the Lender, with their respective Applicable Percentages.the approval of the Loan

Prepayments. (a) The Company may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty (subject to Section 3.05)penalty; provided that, except as otherwise agreed to by the Administrative Agent: that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon, New York time for Dollars, London time for euros or Tokyo time for Japanese Yen, as applicable, (A) three Business Days prior to any date of prepayment of Eurocurrency Offshore Rate Revolving Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of an Offshore Currency Loan denominated in any Offshore Currency, and (BC) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Offshore Rate Revolving Loans in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Offshore Rate Revolving Loans in a Revolving Loan Offshore Currency shall be in a minimum principal amount of the Dollar Equivalent Amount of $5,000,000; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedthereof. Each such notice shall specify the date and the amount of such prepayment, prepayment and the Type(s) and Revolving Loan Offshore Currencies, if applicable, of Committed Revolving Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Revolving Lender of its receipt of each such notice, and of the amount of such Revolving Lender’s Applicable Percentage 's Pro Rata Revolving Share of such prepayment; in the event such prepayment is of an Offshore Currency Revolving Loan, the Administrative Agent shall also notify each Offshore Currency Funding Lender with respect to such Offshore Currency Revolving Loan of its Offshore Currency Funding Pro Rata Revolving Share of such payment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency an Offshore Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each Each such prepayment shall be applied (x) to the Committed Revolving Loans in Dollars of the Revolving Lenders, and to the Offshore Currency Revolving Loans in the event all Offshore Currency Participating Lenders have funded their Offshore Currency Risk Participations, in accordance with their respective Pro Rata Revolving Shares and (y) in the event the Offshore Currency Participating Lenders have not funded their Offshore Currency Risk Participations in accordance with Section 2.03(b), to the Offshore Currency Revolving Loans of the Offshore Currency Funding Lenders in accordance with their respective Applicable PercentagesOffshore Currency Funding Pro Rata Revolving Shares.

Prepayments. The Company may, upon notice principal amount of any Base Rate Advance and any Facility Fees accrued on or prior to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, Facility Fee Accrual Date may be prepaid in full or ratably in part at any time or from time without penalty and without regard to time voluntarily prepay Committed Loans the Payment Date for such Advance (in whole or in part without premium or penalty (subject to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to case of any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (iiAdvance) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $500,000 upon written notice, or a whole multiple of $100,000 in excess thereof ortelephonic notice followed immediately by written notice, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or the date of such prepayment; provided, however, that the Borrower’s failure to confirm any telephonic notice with a written notice shall not invalidate any notice so given if acted upon by the Administrative Agent. LIBOR Advances may be prepaid prior to the specified effective dateapplicable Payment Date, upon three (3) if such condition is not satisfied. Each such Business Days’ prior written notice, or telephonic notice followed immediately by written notice, to the Administrative Agent; provided, however, that the Borrower shall specify reimburse the date Lenders and the amount Administrative Agent, on the earlier of demand by the applicable Lender or the Maturity Date, for any loss or reasonable out-of-pocket expense incurred by any Lender or the Administrative Agent in connection with such prepayment, as set forth in Section 2.9; provided further, however, that the Type(s) of Committed Loans Borrower’s failure to be prepaid and, confirm any telephonic notice with a written notice shall not invalidate any notice so given if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given acted upon by the Company, the Company shall make such Administrative Agent. Any partial prepayment and the payment amount specified in such notice hereunder shall be due in amounts of not less than $500,000 and payable on in integral multiples of $250,000. Revolving Loans prepaid pursuant to this Section 2.6(a) may be reborrowed, subject to the date specified thereinterms and conditions hereof. Any prepayment of a Eurocurrency Rate Term Loan B or Incremental Facility Loan, as applicable, prepaid pursuant to this Section 2.6(a) may not be reborrowed. Amounts prepaid shall be accompanied by all paid together with accrued interest on the amount prepaidso prepaid accrued through the date of such prepayment. Notwithstanding the foregoing, together with any additional amounts required no Term Loan B or Incremental Facility Loan, as applicable, may be prepaid pursuant to this Section 3.052.6(a) unless all Facility Fees accrued prior to the Facility Fee Accrual Date have been paid in full. Subject to Section 2.18, each such Any prepayment in cash by the Borrower of unpaid Facility Fees (and all unpaid interest thereon) shall be applied distributed to the Committed Loans applicable Lenders of record in the Lenders in accordance with their respective Applicable PercentagesRegister on the date of such payment.

Prepayments. The Company may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans This Note may be pre-paid in whole or in part without premium or penalty (on any Business Day subject to Section 3.05); provided thatthe terms hereof and upon at least two Business Days' prior written notice to the Lender specifying the amount of prepayment. The Borrower shall, except as otherwise agreed at the time of any prepayment, whether optional or at any other time this Note is paid earlier than its scheduled maturity, pay to the Lender the interest accrued to the date of prepayment on the principal amount being prepaid plus an additional fee or redemption premium equal to the present value of the difference between (1) the amount that would have been realized by the Administrative Agent: Lender on the prepaid amount for the remaining term of the loan at the ICE Benchmark Administration (i"IBA") rate for fixed-rate payers in U.S. Dollar interest rate swaps for a term corresponding to the term of the Note, interpolated to the nearest month, if necessary, that was in effect three Business Days prior to the issuance date of this Note, and (2) the amount that would be realized by the Lender by reinvesting such prepaid funds for the remaining term of the loan at the IBA Index for rates for fixed-rate payers in U.S. Dollar interest rate swaps, interpolated to the nearest month, that was in effect three Business Days prior to the loan repayment date; both discounted at the same interest rate utilized in determining the applicable amount in (2). Should the present value have no value or a negative value, the Borrower may prepay with no additional fee or redemption premium. Should the IBA no longer release rates for fixed-rate payers in U.S. Dollar interest rate swaps, the Lender may substitute the IBA Index for rates for fixed-payers in U.S. Dollar interest rate swaps with another similar index as determined by SunTrust Bank (or affiliate thereof). The Lender shall provide the Borrower with a written statement explaining the calculation of the premium due, which statement shall, in absence of manifest error, be conclusive and binding. The application of such fee or prepayment premium is not intended to, and shall not be deemed to be, an increase in the Interest Rate. Any partial prepayment shall be applied as determined by the Lender in its sole discretion. This Note shall be and have all the qualities and incidents of negotiable instruments under the law merchant and the Uniform Commercial Code of the State of Florida, subject to the provisions for registration of transfer contained herein and in the Loan Agreement. It is further agreed between the Borrower and the Holder of this Note that the Note and the indebtedness evidenced hereby shall not constitute a lien upon any real or tangible personal property of the Borrower. Neither the members of the governing body of the Borrower nor any person executing the Note shall be liable personally on the Note by reason of its issuance. This Note may be assigned as provided in the Loan Agreement by the Holder of this Note, or any assignee or successor-in-interest thereto. Such assignment shall only be effective, and the Borrower obligated to pay such assignee, upon delivery to the Chief Financial Officer of the Borrower at the address set forth below of a written instrument or instruments of assignment in the form provided herein, duly executed by the Holder of this Note or by his attorney-in-fact or legal representative, containing written instructions as to the details of assignment of this Note, along with the social security number or federal employer identification number of such assignee. In all cases of an assignment of this Note the Borrower shall at the earliest practical time in accordance with the provisions of the Resolution enter the change of ownership in the registration books; provided, however, the written notice of assignment must be received by the Administrative Agent not Chief Financial Officer of the Borrower no later than 1:00 p.m. (A) three the close of business on the fifth Business Days Day prior to any date of prepayment of Eurocurrency Rate Loans a Payment Date in order to carry the right to receive the interest and (B) principal payment due on such Payment Date. The Borrower may conclusively rely on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence authenticity of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice Form of Assignment delivered to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders it in accordance with their respective Applicable Percentagesthis paragraph and accompanied by the original of the Note to which it relates. Any payment or notice required to be given to the Holder hereunder shall be given to the Holder at 000 Xxxx Xxx Xxxx Xxxxxx, 0xx Xxxxx, Xxxx Xxxxxxxxxx, XX 00000, Attention: Institutional & Government Banking, or such other address or addresses as the Holder shall provide the Borrower in writing. In the event of an assignment of this Note, any payment or notice required to be given to the Holder hereunder shall be given to the Holder at the address or addresses shown on the Form of Assignment hereto, or such other address or addresses as the Holder shall provide the Borrower in writing. Any notice required to be given to the Borrower hereunder shall be given to the Chief Financial Officer of the Borrower at 000 XX Xxxxx Xxxxxx, Xxxx Xxxxxxxxxx, Xxxxxxx 00000 or such other address or addresses as the Borrower shall provide the Holder in writing. It is hereby certified and recited that all acts, conditions and things required to exist, to happen, and to be performed precedent to and in the issuance of this Note exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable hereto, and that the issuance of the Note does not violate any constitutional or statutory limitation or provision. THE HOLDER, BY ITS ACCEPTANCE OF THIS NOTE, AND THE BORROWER, BY ITS ACCEPTANCE OF THE PROCEEDS OF THE NOTE, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE LOAN AGREEMENT, THE RESOLUTION OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OR DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.

Prepayments. The Company may, upon notice to Loan portions priced at rates based on the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, Prime ----------- Based Option may be prepaid at any time or from time without limitation other than interest accrued to time voluntarily prepay Committed Loans in whole or in part date of such prepayment and as noted below. Other priced portions of the Loan may only be repaid without premium or penalty (subject to Section 3.05); provided that, except as otherwise agreed to charge at the expiration of the applicable LIBOR Rate pricing period. If a portion of the Loan priced at the LIBOR Based Option is prepaid by the Administrative Agent: Borrower, whether as a result of acceleration upon default or otherwise, the Borrower agrees to pay all of the Bank's costs, expenses plus the Interest Differential (i) such notice must be received as determined by the Administrative Agent not later than 1:00 p.m. (ABank) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in incurred as ---- a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage result of such prepayment. If such notice is given The term "Interest Differential" shall mean that sum equal to the greater of zero (0) or the financial loss incurred by the CompanyBank -------------- -- resulting from prepayment, calculated as the difference between the amount of interest the Bank would have earned (from like investments in the Money Markets as of the first day of the LIBOR Rate Loan) had prepayment not occurred and the interest the Bank will actually earn (from like investments in the Money Markets as of the date of prepayment) as a result of redeployment of funds from the prepayment. Because of the short-term nature of LIBOR Based Option loan periods, the Company Borrower agrees that the Interest Differential shall make such prepayment not be discounted to its present value. The term "Money Markets" refers to one or more wholesale funding markets available to the Bank, including negotiable certificates of deposit, commercial paper, eurodollar deposits, bank notes, federal funds and the payment amount specified in such notice shall be due and payable on the date specified thereinothers. Any prepayment of a Eurocurrency LIBOR Rate Loan shall be accompanied by all accrued interest in a minimum amount of U.S. five million dollars ($5,000,000.00) and in whole multiples of one million dollars ($1,000,000.00) thereafter. Any portion of the Loan priced at rates based on the Prime Based Option may, at the option of the Borrower, be permanently prepaid (but only in the minimum amount prepaidof U.S.$1,000,000 and multiples of $250,000 in excess thereof, together with at any additional amounts required pursuant time by the Borrower giving the Bank written notice thereof and paying to Section 3.05the Bank any amount so necessary plus interest accrued to the date of such prepayment. Subject to Section 2.18The Borrower may also reduce the undrawn installment commitments under the Loan at any time without penalty, provided that each such prepayment commitment reduction must be in an amount equal to at least U.S. two million dollars ($2,000,000.00) and in a whole multiple of U.S. five hundred thousand dollars ($500,000.00), and all commitment reductions shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentagespermanent.

Prepayments. (a) The Company mayBorrower shall have the right at any time and from time to time to prepay any Borrowing, upon in whole or in part, without premium or penalty, by giving written notice (or telephonic notice promptly confirmed in writing) (an “Optional Prepayment Notice”) to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: no later than (i) such notice must be received by in the Administrative Agent case of prepayment of any Eurodollar Borrowing, 11:00 a.m. (New York time) not later less than 1:00 p.m. three (A3) three Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to the date of prepayment of Eurocurrency Rate Loans such prepayment, and (Biii) in the case of Swingline Borrowings, prior to 11:00 a.m. (New York time) on the date of prepayment such prepayment. Upon receipt of Base Rate Committed Loans; (ii) any prepayment such Optional Prepayment Notice, the Administrative Agent shall promptly notify each affected Lender of Eurocurrency Rate Loans the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. Each Optional Prepayment Notice shall be in a irrevocable and shall specify the proposed date of such prepayment and the principal amount of $500,000 each Borrowing or a whole multiple of $100,000 in excess portion thereof or, if less, the entire principal amount thereof then outstandingto be prepaid; and (iii) provided that any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a such Optional Prepayment Notice of Loan Prepayment may state that such notice Optional Prepayment Notice is conditioned upon the effectiveness of other credit facilities or acquisitions or the occurrence receipt of any one net proceeds from the issuance of Capital Stock or more other transactions or events specified thereinincurrence of Indebtedness by the Borrower, in which case case, such notice Optional Prepayment Notice may be revoked by the Company Borrower giving written notice (by or telephonic notice promptly confirmed in writing) to the Administrative Agent on or prior to the date for prepayment specified effective date) in such Optional Prepayment Notice if such condition is not satisfied. Each such notice shall specify If an Optional Prepayment Notice is given and has not been revoked by the date and Borrower in accordance with the amount of such prepaymentproviso to the immediately preceding sentence, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment aggregate amount specified in such notice Optional Prepayment Notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all designated in such Optional Prepayment Notice, together with accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.11(d); provided, together with any additional that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 3.052.17. Subject Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.18, each such 2.2 or in the case of a Swingline Loan pursuant to Section 2.4. Each prepayment of a Borrowing shall be applied ratably to the Committed Loans of the Lenders in accordance with their respective Applicable Percentagescomprising such Borrowing.

Prepayments. The Company mayBorrower may at any time and from time to time prepay any Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: (i) such notice must be received by the Administrative Agent not no later than 1:00 p.m. (A) 11:00 A.M., New York City time, three Business Days prior to any date thereto, in the case of prepayment Term Benchmark Loans, and no later than 11:00 A.M., New York City time, one Business Day prior thereto, in the case of Eurocurrency Rate Loans and ABR Loans, which notice shall specify (Bi) on the date of prepayment of Base Rate Committed Loans; applicable Tranche, (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal the date and amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; prepayment and (iii) whether the prepayment is of Term Benchmark Loans or ABR Loans; provided that if a Term Benchmark Loan is prepaid on any prepayment day other than the last day of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if lessthe Interest Period applicable thereto, the entire principal amount thereof then outstandingBorrower shall also pay any amounts owing pursuant to Section 2.20; provided, further further, that a Notice notice of Loan Prepayment optional prepayment may state that such notice is conditioned conditional upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the occurrence receipt of any one the proceeds from the issuance of other Indebtedness or more other transactions or events specified thereintransaction, in which case such notice of prepayment may be revoked by the Company (by Borrower. Upon receipt of any such notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Tranche 1 Lender of its receipt of each such noticenotice in respect of any Tranche 1 Loans, and of the amount of such Tranche 1 Lender’s Applicable Tranche 1 Loan Percentage of such prepayment and will promptly notify each Tranche 2 Lender of its receipt of each such notice in respect of any Tranche 2 Loans, and of the amount of such Tranche 2 Lender’s Applicable Tranche 2 Loan Percentage of such prepayment. If any such notice is given by the Companygiven, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all , together with accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.182.25, each such prepayment of Tranche 1 Loans shall be applied to the Committed Tranche 1 Loans of the Tranche 1 Lenders in accordance with their respective Applicable Tranche 1 Loan Percentages and each such prepayment of Tranche 2 Loans shall be applied to the Tranche 2 Loans of the Tranche 2 Lenders in accordance with their respective Applicable Tranche 2 Loan Percentages. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof.

Prepayments. The Company mayParent Guarantor, upon notice the Borrower, and their respective Subsidiaries shall not (i) make any voluntary payment of (x)(A) any Indebtedness secured by a junior lien or (B) Indebtedness which is contractually subordinated to the Obligations and the Pari Passu Bank Debt (other than voluntary payments of intercompany Indebtedness to any Loan Party permitted to be made pursuant to Section 13 of the Guaranty (and any substantially similar provision of any Guaranty entered into in connection with any Pari Passu Debt)) or (y) the Existing Unsecured FelCor Bonds other than all of the obligations under the Existing Unsecured FelCor Bonds with (I) the proceeds of Permitted Refinancing Indebtedness, or(II) Permitted FelCor Parent Refinancing Indebtedness or (III) the Net Proceeds of an Equity Issuance by the Parent Guarantor and, in the case of clauses (II) and (III), the inclusion, within thirty (30) days following the consummation of such transaction (or at such later date as the Administrative Agent pursuant shall permit in its sole discretion but in any event not to delivery a date more than sixty (60) days after such consummation), of any Hotel Properties previously subject to restrictions contained in the Existing Unsecured FelCor Bonds as additional Borrowing Base Properties in accordance with the provisions of Section 4.1 to the Administrative Agent extent that such Hotel Properties otherwise satisfy the requirements to constitute an Eligible Property upon the repayment in full of a Notice of Loan Prepaymentthe Existing Unsecured FelCor Bonds, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) make any voluntary prepayment of Eurocurrency Rate Loans shall be in any Pari Passu Bank Debt which is not made concurrently with a ratable prepayment of the Loan based on the outstanding principal amount of $500,000 or a whole multiple the Pari Passu Bank Debt and the Loan, except, in the case of $100,000 in excess thereof this clause (ii), (x) with the proceeds of Permitted Refinancing Indebtedness or, if less, (y) as otherwise permitted under Section 2.8(b)(iv)(D). or (z) to the entire principal amount extent applied to the payment of Qualified Earlier Maturing Indebtedness of the type described in clause (ii) of the definition thereof then outstanding; and or (iii) make any voluntary prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of (other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Type(sthan regularly scheduled interest payments) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPermitted 2021 HY Debt.

Prepayments. The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentPrepayment to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans under any Facility in whole or in part without premium or penalty (subject to Section 3.05)penalty; provided that, except as otherwise agreed to by the Administrative Agent: that (ia) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (Ai) three Business Days prior to any date of prepayment of Eurocurrency Rate Term SOFR Loans and (Bii) on the date of prepayment of Base Rate Committed Loans; (iib) any prepayment of Eurocurrency Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof oreach case, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Facility (or Facilities) to be prepaid and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender under the applicable Facility of its receipt of each such notice, and of the amount of such Lender’s Applicable Loan Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, so long as the Administrative Agent is notified prior to the prepayment date, a notice of optional prepayment may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Any prepayment of a Eurocurrency Rate Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.182.15, each such prepayment shall be applied to the Committed Loans of the Lenders under the applicable Facility in accordance with their respective Applicable Loan Percentages. Notwithstanding anything to contrary and for the avoidance of doubt, the provisions of this Section 2.05 shall permit any prepayment of Loans on a Facility by Facility basis and on a non-pro rata basis across Facilities (but not within a single Facility), in each case, as selected by the Borrower in its sole discretion.

Prepayments. The Company mayDebtor may repay the indebted capital in advance, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: (i) such it delivers an irrevocable notice must be received by in writing to the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior Bank at least 30 calendar days in advance to any date of the prepayment of Eurocurrency Rate Loans date, and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice it pays to the Administrative Agent on Bank as an additional cost or prior to compensation for such early prepayment the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and equivalent of the amount of such Lenderinterest accrued as of the prepayment date, plus breaking-fund cost which is the amount in UF resulting from the application of the following formula: (a) VP Two less VP One times (b) the quotient between prepaid capital and unpaid balance. The terms of this formula have the following meaning: (i) “VP One” shall correspond to the current value of unpaid capital and interest instalments as of the prepayment date discounted at the fixed interest rate of credit granting, and (ii) “VP Two” shall correspond to the current value of unpaid capital and interest instalments as of the prepayment date discounted at the interest rate resulting from adding (i) the BCU interest rate representing the remaining duration of the corresponding loan which is prepaid on the prepayment date, plus (ii) a margin or spread of 0.8 annual percentage points. For this purpose, the interest rate for “VP Two” will be the BCU on the Xxxxxxxxxxx.xxx web page as of the date immediately prior to prepayment date. In the event the result of the formula is negative, there shall not be a fixed rate breaking-fund cost payment, and only the capital and interests accrued as of the anticipated date shall be paid. In case of partial prepayments, their amount shall not be lower than 10% the indebted capital. EIGHTH: Documents corresponding to the Disbursements granted against a Credit Line. In order to guarantee the Debtor’s Applicable Percentage obligations to repay to the Creditor the amounts of such prepaymentcurrency disbursed against the Credit Line and their interest the Debtor shall, as of the date of each disbursement it may request, subscribe to the order of the Bank one or more fixed term promissory notes in the amount corresponding to the disbursement. If such notice is given Subscription and delivery of promissory notes shall neither cause a novation nor affects or will affect in any manner the obligations undertaken by the Company, Debtor with the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable Bank on the date specified thereinoccasion of this Agreement. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.NINTH:

Prepayments. The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans the Term Loan Facility in whole or in part without premium or penalty penalty; provided, that (subject to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: (ia) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Committed Loans; (iib) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof oreach case, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage of such prepaymentthe Term Loan Facility). If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject So long as no Default or Event of Default has occurred and is continuing, each prepayment of Loans under the Term Loan Facility pursuant to this Section 2.182.03 shall be applied to the principal repayment installments in forward or inverse order of maturity, as directed by the Borrower, or if the Borrower fails to make such direction, on a pro-rata basis, and each such prepayment shall be applied paid to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. If a Default or Event of Default has occurred and is continuing, each prepayment of Loans under the Term Loan Facility pursuant to this Section 2.03 shall be applied to the principal repayment installments in inverse order of maturity or as otherwise determined by the Administrative Agent.

Prepayments. The Company mayBorrower can voluntarily prepay, upon 3 Business Days’ prior written notice to Agent, any Term Loan in full, but not in part. Upon the Administrative Agent date of (a) any voluntary prepayment of a Term Loan in accordance with the immediately preceding sentence or (b) any mandatory prepayment of a Term Loan required under this Agreement (whether by acceleration of the Obligations pursuant to delivery Section 8.2 or otherwise), Borrower shall pay to Agent, for the Administrative Agent ratable benefit of the Lenders, a Notice of Loan Prepayment, at any time or from time sum equal to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to all outstanding principal plus any date of prepayment of Eurocurrency Rate Loans and (B) on unpaid interest accrued through the date of such prepayment of Base Rate Committed Loans; with respect to the such Term Loan, (ii) any prepayment of Eurocurrency Rate Loans shall be the Final Payment Fee (as such term is defined in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orSection 2.7(d)) for such Term Loan, if less, the entire principal amount thereof then outstanding; and (iii) any a prepayment premium (as yield maintenance for loss of Base Rate Committed Loans shall be in bargain and not as a penalty) equal to: (A) 5% on such principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof orprepayment amount, if lesssuch prepayment is made on or before the one year anniversary of such Term Loan, (B) 4% on such principal prepayment amount, if such prepayment is made after the entire one year anniversary of such Term Loan but on or before the two year anniversary of such Term Loan, and (C) 2% on such principal amount thereof then outstandingprepayment amount, if such prepayment is made after the two year anniversary of such Term Loan but before the Applicable Term Loan Maturity Date for such Term Loan; provided, further however, that Borrower shall not be obligated to pay the amounts described in clauses (A), (B) or (C) above in connection with a Notice prepayment in full of the Term Loan Prepayment may state that such notice is conditioned upon and [*] Certain information in this document has been omitted and filed separately with the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice Securities and Exchange Commission. Confidential treatment has been requested with respect to the Administrative Agent omitted portions. the other Obligations hereunder in the event that either (i) Borrower has requested in writing that the Requisite Lenders consent to a transaction that is not permitted under Section 7.5 and the Requisite Lenders have not consented to such transaction on or prior to the specified effective dateResponse Date (as defined below) if such condition or (ii) Borrower has requested in writing that the Requisite Lenders consent to any amendment, modification or waiver of the Maxygen License Agreement for which the consent of the Requisite Lenders is not satisfied. Each such notice shall specify the date required under Section 7.11(a) and the amount Requisite Lenders have not consented to such amendment, modification or waiver on or prior to the Response Date. Borrower shall have no obligation upon any prepayment of such prepaymentany Term Loan hereunder to pay, in addition to the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount amounts specified in such notice shall be due and payable on this Section 2.4, any yield maintenance with respect to unaccrued interest that would have accrued through the date specified therein. Any prepayment maturity of a Eurocurrency Rate Term Loan shall be accompanied by all accrued interest on the amount had such Term Loan not been prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. The Company may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time Borrowers may prepay without premium or from time to time voluntarily prepay Committed Loans penalty and in whole or in part without premium or penalty (subject to Section 3.05); provided thatbut, except as otherwise agreed to by the Administrative Agentif in part, then: (i) if such Borrowing is of Domestic Rate Loans, in an amount not less than $500,000, (ii) if such Borrowing is of Eurocurrency Loans denominated in U.S. Dollars, in an amount not less than $1,000,000, (iii) if such Borrowing is denominated in an Alternative Currency, an amount for which the U.S. Dollar Equivalent is not less than $1,000,000 and (iv) in an amount such that the minimum amount required for a Borrowing pursuant to Section 1.5 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days' prior notice must be received by to the Administrative Agent not or, in the case of a Borrowing of Domestic Rate Loans, notice delivered to the Agent no later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (BChicago time) on the date of prepayment, such prepayment to be made by the payment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a the principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and accrued interest thereon to the date fixed for prepayment and, if in the case of Eurocurrency Loans, any compensation required by Section 4.6 hereof. Bid Loans and Swing Loans bearing interest at Xxxxxx' Quoted Rate Loans are to may only be prepaid, paid on the last day of the Interest Period(s) of Period then applicable to such Loans. The Administrative Agent will promptly notify advise each Lender Bank of its receipt of each any such notice, and of prepayment notice it receives from the Borrowers. Any amount of such Lender’s Applicable Percentage Revolving Loans paid or prepaid before the Termination Date may, subject to the terms and conditions of such prepayment. If such notice is given by the Companythis Agreement, the Company shall make such prepayment be borrowed, repaid and the payment amount specified in such notice shall be due and payable on the date specified thereinborrowed again. Any prepayment amount of a Eurocurrency Rate Loan shall Short-Term Revolving Loans paid or prepaid before the Short-Term Revolving Credit Termination Date may, subject to the terms and conditions of this Agreement, be accompanied by all accrued interest on the amount prepaidborrowed, together with any additional amounts required pursuant to Section 3.05repaid and borrowed again. Subject to Section 2.18, each such prepayment All prepayments shall be applied first to the Committed Loans of Short-Term Revolving Credit until payment in full thereof and then to the Lenders in accordance with their respective Applicable PercentagesRevolving Credit.

Prepayments. The Company mayBorrower may prepay LIBOR Rate Loans at any time; provided, upon notice to however, that in the Administrative Agent pursuant to delivery to event that LIBOR Rate Loans are prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any automatic prepayment through the required application by Administrative Agent of proceeds of Collections for any reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, Borrower shall indemnify, defend, and hold Administrative Agent and the Lenders and their Participants harmless against any and all Funding Losses in accordance with clause (b) above. Special Provisions Applicable to LIBOR Rate. The LIBOR Rate may be adjusted by Administrative Agent with respect to any Lender on a Notice prospective basis to take into account any additional or increased costs to such Lender of Loan Prepaymentmaintaining or obtaining any Eurodollar deposits or increased costs due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, at any time or from time to time voluntarily prepay Committed Loans including changes in whole or tax laws (except changes of general applicability in part without premium or penalty (subject to Section 3.05); provided that, except as otherwise agreed to corporate income tax laws) and changes in the reserve requirements imposed by the Administrative Agent: Board of Governors of the Federal Reserve System (i) or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding loans bearing interest at the LIBOR Rate. In any such notice must be received by event, the affected Lender shall give Borrower and Administrative Agent not later than 1:00 p.m. (A) three Business Days prior notice of such a determination and adjustment and Administrative Agent promptly shall transmit the notice to any date each other Lender and, upon its receipt of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof ornotice from the affected Lender, if lessBorrower may, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to such affected Lender (y) require such Lender to furnish to Borrower a statement setting forth the Administrative Agent on or prior to basis for adjusting such LIBOR Rate and the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and method for determining the amount of such prepaymentadjustment, or (z) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) above). In the event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation of application thereof, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR Advances or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Administrative Agent and Borrower and Administrative Agent promptly shall transmit the notice to each other Lender and (y) in the case of any LIBOR Rate Loans of such Lender that are outstanding, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of date specified in such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due deemed to be the last day of the Interest Period of such LIBOR Rate Loans, and payable on interest upon the date specified therein. Any prepayment of a Eurocurrency LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of such Lender thereafter shall accrue interest at the Lenders in accordance with their respective Applicable Percentagesrate then applicable to Reference Rate Loans, and (z) Borrower shall not be entitled to elect the LIBOR Option until such Lender determines that it would no longer be unlawful or impractical to do so.

Prepayments. The Company mayBorrower may prepay any Base Rate Portion, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part, without penalty or premium, provided, however, that the Revolving Commitment shall be terminated if the unpaid principal balance of the Note is at any time reduced to less than $1,000. No prepayment of any Eurodollar Portion or any part without premium or penalty (subject to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: (i) such notice must thereof shall be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days permitted prior to any date the last day of prepayment the current Interest Period therefor without the prior consent of Eurocurrency Rate Loans and (B) Lender; provided, that if Lender determines that it may not lawfully maintain a Eurodollar Portion to 10 the last day of the current Interest Period therefor, Borrower shall prepay such Eurodollar Portion on the date of required by Lender. If there is a permitted prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or Eurodollar Portion prior to the specified effective datelast day of the current Interest Period therefor, whether by consent or requirement of Lender (including without limitation pursuant to Section 3.5 or Section 3.6 hereof) if or because of acceleration or otherwise, Borrower shall, within fifteen (15) days of any request by Lender, pay to Lender any loss or expense which Lender may incur or sustain as a result of any such condition is not satisfiedprepayment. Each such notice shall specify the date and A statement as to the amount of such prepaymentloss or expense, prepared in good faith and in reasonable detail by Lender and submitted by Lender to Borrower, shall be conclusive and binding absent manifest error in computation. Calculation of all amounts payable to Lender under this Section 2.7 shall be made as though Lender shall have actually funded or committed to fund the Type(s) relevant Eurodollar Portion through the purchase of Committed Loans an underlying deposit in an amount equal to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of portion and having a maturity comparable to the current Interest Period for such prepayment. If such notice is given by the CompanyEurodollar Portion; provided, the Company shall make such prepayment however, that Lender may fund any Eurodollar Portion in any manner it sees fit and the payment amount specified in such notice foregoing assumption shall be due and utilized only for the purpose of calculation of amounts payable on the date specified thereinunder this Section 2.7. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.2.8

Prepayments. (a) The Company Borrowers may, upon irrevocable (except as set forth in the remainder of this paragraph) notice from the applicable Borrower to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05)penalty; provided that, except as otherwise agreed to by the Administrative Agent: that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) 5:00 p.m. Local Time four Business Days prior to any date of prepayment of LIBOR Rate Loans denominated in Optional Currencies or Euribor Rate Loans, (B) 5:00 p.m. Local Time three Business Days prior to any date of prepayment of Eurocurrency LIBOR Rate Loans and (BC) 1:00 p.m. Local Time on the date of prepayment of Base Rate Committed Loans or UK Base Rate Loans; and (ii) any prepayment of Eurocurrency LIBOR Rate Loans by the Domestic Borrower shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iii) any . For the avoidance of doubt, no such minimum prepayment of Base Rate Committed Loans amount shall be required in a principal amount the case of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked prepayments by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedUK Borrower. Each such notice shall specify the date and the amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency LIBOR Rate Loans are to be prepaidor Euribor Rate Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Companyapplicable Borrower, the Company applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereintherein (except that any such notice may be conditioned on the receipt of proceeds from any refinancing indebtedness or the consummation of a Change of Control that results in a refinancing and payment in full of the Loan Agreement Obligations). Any prepayment of a Eurocurrency LIBOR Rate Loan or Euribor Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.182.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. The Company mayTo the extent permitted under the related Loan Documents, upon notice for any Mortgage Loan, Primary Servicer shall require Principal Prepayments to be made so as not to cause a Prepayment Interest Shortfall. If the Loan Documents of a related Mortgage Loan do not allow Primary Servicer to require Principal Prepayments on a date that will avoid a Prepayment Interest Shortfall ("Non-Mandatory Prepayment Date Mortgage Loan"), then Primary Servicer shall remit to Master Servicer within one Business Day of receipt the amount of the prepayment in addition to all other amounts due for such Principal Prepayment. Notwithstanding any provision of this Agreement to the Administrative Agent pursuant contrary, with respect to delivery Mortgage Loan numbers 4, 19, 35, 43, 60, 64 and 68, the Primary Servicer shall use its reasonable best efforts to remit to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) Master Servicer on the date of prepayment receipt, but in any event within one Business Day following receipt any Principal Prepayment or Balloon Payment received in respect of Base Rate Committed Loans; any Mortgage Loan, together with the accrued interest thereon. With respect to Loan number 4, 19, 35, 43, 60, 64 and 68, each of which provides for a grace period in connection with a Balloon Payment and such grace period expires after the end of the related Collection Period, the Primary Servicer in any event (i) shall provide to the Master Servicer with immediate notice of the Primary Servicer becoming aware of any expected Principal Prepayment, (ii) any prepayment shall provide the Master Servicer with immediate notice of Eurocurrency Rate Loans shall be in a principal amount receipt of $500,000 such Principal Prepayment or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; Balloon Payment and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 use its reasonable best efforts to remit such Principal Prepayment or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice Balloon Payment to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable Master Servicer on the date specified thereinof receipt, but in any event, within one Business Day of receipt. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required Remittances pursuant to this Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to include any interest payments by Borrowers accompanying the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPrincipal Prepayments or Balloon Payments.

Prepayments. The Company Borrower may, upon notice by the Borrower to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time time, voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05)penalty; provided that, except as otherwise agreed to by the Administrative Agent: that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three two (2) Business Days (or such shorter period as the Administrative Agent shall agree) prior to any date of prepayment of Eurocurrency Rate Term SOFR Loans and (B) on the date of prepayment of Base Rate Committed Loans and Daily SOFR Loans; (ii) any prepayment of Eurocurrency Rate Term SOFR Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orthereof; and (iii) any prepayment of Loans that are Base Rate Loans or Daily SOFR Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or in each case, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Facility and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that a notice of voluntary prepayment may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice of prepayment may be revoked by the Borrower if such condition is not satisfied. Any prepayment of a Eurocurrency Rate Loan Loans that are Term SOFR Loans shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment made pursuant to this clause (a) shall be applied to made ratably among the Committed Loans of the Appropriate Lenders in accordance with their respective Applicable PercentagesPercentages in respect of the applicable Facility.

Prepayments. The Company mayBorrower can voluntarily prepay, upon 3 Business Days’ prior written notice to Agent, any Term Loan in full, but not in part. Upon the Administrative Agent date of (a) any voluntary prepayment of a Term Loan in accordance with the immediately preceding sentence or (b) any mandatory prepayment of a Term Loan required under this Agreement (whether by acceleration of the Obligations pursuant to delivery Section 8.2 or otherwise), Borrower shall pay to Agent, for the Administrative Agent ratable benefit of the Lenders, a Notice of Loan Prepayment, at any time or from time sum equal to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to all outstanding principal plus any date of prepayment of Eurocurrency Rate Loans and (B) on unpaid interest accrued through the date of such prepayment of Base Rate Committed Loans; with respect to the such Term Loan, (ii) any prepayment of Eurocurrency Rate Loans shall be the Final Payment Fee (as such term is defined in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orSection 2.7(d)) for such Term Loan, if less, the entire principal amount thereof then outstanding; and (iii) any a prepayment premium (as yield maintenance for loss of Base Rate Committed Loans shall be in bargain and not as a penalty) equal to: (A) [*] on such principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof orprepayment amount, if lesssuch prepayment is made on or before the one year anniversary of such Term Loan, (B) [*] on such principal prepayment amount, if such prepayment is made after the entire one year anniversary of such Term Loan but on or before the two year anniversary of such Term Loan, and (C) [*] on such principal amount thereof then outstandingprepayment amount, if such prepayment is made after the two year anniversary of such Term Loan but before the Applicable Term Loan Maturity Date for such Term Loan; provided, further however, that Borrower shall not be obligated to pay the amounts described in clauses (A), (B) or (C) above in connection with a Notice prepayment in full of the Term Loan Prepayment may state and the other Obligations hereunder in the event that either (i) Borrower has requested in writing that the Requisite Lenders consent to a transaction that is not permitted under Section 7.5 and the Requisite Lenders have not consented to such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent transaction on or prior to the specified effective dateResponse Date (as defined below) if such condition or (ii) [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Borrower has requested in writing that the Requisite Lenders consent to any amendment, modification or waiver of the Maxygen License Agreement for which the consent of the Requisite Lenders is not satisfied. Each such notice shall specify the date required under Section 7.11(a) and the amount Requisite Lenders have not consented to such amendment, modification or waiver on or prior to the Response Date. Borrower shall have no obligation upon any prepayment of such prepaymentany Term Loan hereunder to pay, in addition to the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount amounts specified in such notice shall be due and payable on this Section 2.4, any yield maintenance with respect to unaccrued interest that would have accrued through the date specified therein. Any prepayment maturity of a Eurocurrency Rate Term Loan shall be accompanied by all accrued interest on the amount had such Term Loan not been prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. The Company maySubject to the limitation noted below, any Borrower may prepay its Revolving Credit Loans upon at least one (1) Business Day’s notice to Agent in the Administrative case of Chase Manhattan Bank Rate Loans, and at least three (3) Business Day’s notice to Agent pursuant to delivery to in the Administrative Agent case of a Notice of Loan PrepaymentLibor Rate Loans, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject with accrued interest to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of such prepayment of Base Rate Committed Loans; on the amount prepaid, provided that (iia) any each partial prepayment of Eurocurrency Rate Loans shall be in the case of a Libor Rate Loan, in a principal amount of not less than One Million Dollars ($500,000 or a whole multiple 1,000,000) and integral multiples of One Hundred Thousand Dollars ($100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000); and (iiib) Libor Rate Loans prepaid on any prepayment Business Day other than the last day of Base the Libor Rate Committed Period applicable for such Loan shall require such Borrower to pay the Libor Rate Prepayment Premiums. In the event that the Borrowers shall cause the Revolving Credit Facility to be cancelled effective as of any date prior to the then-current Revolving Credit Commitment Termination Date and FiberMark or any Borrower shall obtain an alternative commitment from another lender for financing, all Borrowers shall prepay all Revolving Credit Loans in whole with accrued interest to the date of such cancellation and shall provide either (a) cash collateral in an amount equal to 105% of the aggregate amount remaining available to be drawn under all L/Cs or (b) an indemnification, in form and substance reasonably satisfactory to the Agent, from a commercial bank or other financial institution acceptable to the Agent for the L/C Obligations with respect to the L/Cs. In addition, unless such cancellation is in connection with (i) an offering of senior notes registered under the Securities Exchange Act of 1934, as amended, or (ii) an Asset Acquisition (as defined in either Indenture), the Borrowers shall pay to the Agent, for the ratable account of each Lender, a fee (“Prepayment Fee”) in the amount of 1% of the Revolving Credit Facility. To the extent that, at any time, the sum of the outstanding principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if lessall the Revolving Credit Loans plus the L/C Outstandings taken together exceeds the Borrowing Base, the entire principal amount thereof then outstanding; providedBorrowers shall pay all outstanding Reimbursement Obligations, further that a Notice of Loan Prepayment may state that such notice is conditioned upon and prepay the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified thereinRevolving Credit Loans, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and an amount equal the amount of such prepaymentexcess. To the extent that, following such payments and prepayments, the Type(s) L/C Outstandings exceed the Borrowing Base, the Borrowers shall provide cash collateral to the Agent in an amount equal to 105% of Committed Loans such excess, to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders held in accordance with their respective Applicable Percentages.Section 3.02A.

Prepayments. (a) The Company Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05)penalty; provided that, except as otherwise agreed to by the Administrative Agent: (i) that such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (Ai) three Business Days prior to any date of prepayment of Eurocurrency LIBOR Rate Loans and (Bii) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans . Each such notice shall be in a principal specify the date and amount of $500,000 or a whole multiple such prepayment and the Type(s) of $100,000 in excess thereof orLoans to be prepaid and, if lessLIBOR Rate Loans, the entire principal amount thereof then outstanding; and (iiiInterest Period(s) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstandingsuch Loans; provided, further further, that a Notice of Loan Prepayment such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of any one some other identifiable event or more other transactions or events specified thereincondition, in which case such notice may be revoked by the Company Lead Borrower (by notice to the Administrative Agent on or prior to the specified effective datedate of termination) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyLead Borrower, the Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.. (b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that such notice must be received by the Swing Line Lender and the Agent not later than 1:00 p.m. on the date of the prepayment. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Loan Cap as then in effect, the Borrowers shall immediately prepay Loans, Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after such prepayment in full of the Loans the Total Outstandings exceed the Loan Cap as then in effect. (d) After the occurrence and during the continuance of a Cash Dominion Event, the Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations with the proceeds and collections received by the Loan Parties to the extent so required under the provisions of Section 6.13 hereof. (e) Prepayments made pursuant to Section 2.05(c) and (d) above, first, shall be applied to the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, fourth, the amount remaining, if any, after the prepayment in full of all Swing Line Loans and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. 2.06

Prepayments. The Company Borrower may, upon notice from it to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans any Borrowing in whole or in part part, without premium or penalty (subject to Section 3.05)penalty; provided that, except as otherwise agreed to by the Administrative Agent: that (ia) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m., New York City time (Ai) three (3) Business Days prior to any date of prepayment of Eurocurrency any Eurodollar Rate Loans Borrowing and (Bii) on the date of prepayment of any Base Rate Committed LoansBorrowing; (iib) any prepayment of Eurocurrency Eurodollar Rate Loans shall will be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (c) any prepayment of Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof oreach case, if less, the entire principal amount thereof of the Loans of the applicable Class and Type then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepaymentprepayment date, the Type(s) of Committed Loans Borrowing or Borrowings to be prepaid and, if Eurocurrency Rate Loans are and the principal amount of each Borrowing or portion thereof to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of the applicable Class of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepaymentprepayment of any Borrowing. If such notice is given by the CompanyBorrower, the Company shall it will make such prepayment and the payment amount specified in such notice shall will be due and payable on the date specified therein; provided that, subject to Section 3.05, such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied and, in the case of such revocation, the Borrower shall not be required to make such prepayment and such prepayment amount shall cease to be due and payable. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidprepaid and, together with in the case of any additional amounts required pursuant prepayment of Eurodollar Rate Loans on any day other than the last day of the Interest Period applicable thereto, shall be subject to Section 3.05. Subject Each prepayment of a Borrowing shall be applied ratably to Section 2.18the Loans comprising the prepaid Borrowing and, each such in the case of a prepayment of any Five Year Borrowing, shall be applied to reduce the Committed Loans subsequent scheduled repayments of the Lenders Five Year Borrowings to be made pursuant to Section 2.08(b) in accordance with their respective Applicable Percentagesthe manner directed by the Borrower or, in the absence of such direction, in direct order of maturity.

Prepayments. The Company mayPrepayments of the outstanding loans under this Facility are permitted in any amounts. BORROWING BASE TERMS: COLLATERAL/CREDIT SUPPORT DOCUMENTS: See Exhibit C - Collateral/Credit Support Document. WELLX XXXGO HSBC TRADE BANK LOANS AGAINST IMPORTS NOTE ================================================================================ $2,000,000 May 31, upon notice 1997 FOR VALUE RECEIVED, the undersigned JALATE LIMITED, INC., a California corporation (jointly and severally, if the undersigned be more than one) ("Borrower") hereby promises to pay to the Administrative Agent pursuant to delivery to the Administrative Agent order of a Notice of Loan PrepaymentWELLX XXXGO HSBC TRADE BANK, N.A. ("Bank"), when due as provided herein, at any time or from time to time voluntarily prepay Committed Loans its 333 Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxx, XX 00000 xxxice, in whole or lawful money of the United States and in part without premium or penalty immediately available funds, the principal sum of Two Million Dollars (subject to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: (i$2,000,000) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a aggregate unpaid principal amount of $1,000,000 all advances made by Bank to Borrower from time to time, as evidenced on the records of Bank, together with interest thereon as hereinafter provided. Borrower may from time to time from the date of this Note up to and including December 1, 1997, borrow and partially or a whole multiple wholly repay its outstanding advances, and reborrow, subject to all of $500,000 the limitations, terms and conditions of this Note and of that certain Credit Agreement between Borrower and Trade Bank dated as of May 31, 1997, as amended from time to time ("Credit Agreement") executed in excess thereof or, if less, connection with or governing this Note; provided that the entire total advances made under this Note shall not exceed the principal amount thereof then outstanding; providedstated above. The unpaid principal balance of this obligation at any time shall be the total amounts advanced hereunder by the holder hereof less the amount of principal payments made hereon by or for any Borrower, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice balance may be revoked endorsed hereon from time to time by the Company (holder. The principal amount and maturity of each advance shall be agreed upon by notice to the Administrative Agent on or Borrower and Bank prior to the specified effective date) if making of each advance, and such condition is not satisfiedterms, together with the applicable interest rate of each advance and all payments of principal and interest made on this Note shall be inscribed by Bank on its records. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice advance shall be due and payable on the earlier of (i) the due date specified thereinthereof, as inscribed by Bank on its records, or (ii) 60 days after the date such advance is made. Any prepayment of a Eurocurrency Rate Loan All payments shall be accompanied by all accrued interest made free of any setoff, counterclaims or withholdings. Each entry set forth on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment Bank's records shall be applied to the Committed Loans prima facie evidence of the Lenders facts so set forth. No failure by Bank to make, or no error by Bank in accordance with their respective Applicable Percentagesmaking, any inscription on its records shall affect Borrower's obligation to repay the full principal amount advanced by Bank to or for the account of Borrower, or Borrower's obligation to pay interest thereon at the agreed upon rate.

Prepayments. The Company may, upon notice to Borrower will have the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, right at any time or from time to time voluntarily prepay Committed Loans the Note in whole or in part part, without premium or penalty (subject penalty, but with interest accrued to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment prepayment. In addition, the Borrower hereby agrees that throughout the term of Base Rate Committed Loansthe Note the Borrower will in good faith use the Borrower's best efforts to sell that portion of the Collateral (as hereinafter defined) described in Schedule "B" attached hereto as a part hereof (the "Liquidation Assets") in a manner reasonably calculated to fully repay the Note on or before December 31, 1999. In connection with the liquidation of the Liquidation Assets, the Borrower agrees to consult with the members of the loan committee (the "Loan Committee") of the Board of Directors of the Lender's parent Chesapeake Energy Corporation (the "Company"). The Borrower further agrees that in the event the unpaid principal balance of the Note is more than: (a) $4,600,000.00 on March 31, 1999; (iib) any prepayment of Eurocurrency Rate Loans shall be in $4,000,000.00 on June 30, 1999; or (c) $2,500,000.00 on September 30, 1999 (each a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less"Payment Hurdle"), the entire principal amount thereof then outstanding; Lender (acting through the members of the Loan Committee if so approved by the Loan Committee on behalf of the Lender) will have the right at any time thereafter to dispose of the Liquidation Assets in such manner and on such terms as the Lender (iiiacting through the members of the Loan Committee if so approved by the Loan Committee on behalf of the Lender) determines in the Lender's sole discretion and the Borrower hereby fully authorizes and empowers (without the necessity of any prepayment further consent or authorization from the Borrower) the Lender and appoints and makes the Lender the Borrower's true and lawful attorney-in fact and agent for the Borrower and in the Borrower's name, place and stead with full power of Base Rate Committed Loans shall be substitution, in a principal amount the Lender's name or the Borrower's name or otherwise, for the Lender's sole use and benefit, but at the Borrower's cost and expense, to dispose of $1,000,000 or a whole multiple of $500,000 in excess thereof orthe Liquidation Assets, if lesswithout notice, provided, however, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date Lender and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and member of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by Loan Committee will be under no obligation or duty to exercise the Company, power hereby conferred upon it and will be without liability for any act or failure to act in connection with the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans disposition of the Lenders in accordance Liquidation Assets. Unless the Lender, with their respective Applicable Percentages.the approval of the Loan Initial Approval FINAL DOCUMENT --------- --------- --------- 2 7

Prepayments. (a) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without at the principal amount thereof together with, in the case of any such prepayment made prior to the first anniversary of the Closing Date, a premium or penalty (subject equal to Section 3.05)1% of the principal amount thereof so prepaid, and no prepayment premium thereafter; provided that, except as otherwise agreed to by the Administrative Agent: that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a principal amount of $2,000,000 (or, if less, the remaining principal amount of any Eurodollar Rate Loan) or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 (or, if less, the remaining principal amount of any Base Rate Loan) or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof oreach case, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to prepaid. Each prepayment shall be prepaid, made ratably among the Interest Period(s) of such LoansLenders in accordance with their respective Pro Rata Shares. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Each notice of prepayment pursuant to this Section shall be irrevocable, except that the Borrower may, by subsequent notice to the Administrative Agent, revoke any such notice of prepayment if such notice of revocation is received not later than 10:00 a.m. (New York City time) on the day on which such scheduled prepayment and, provided that (i) the Borrower reimburses each Lender pursuant to Section 3.05 for any funding losses within five Business Days after receiving written demand therefor and (ii) the amounts of Loans as to which such revocation applies shall be deemed converted to (or continued as, as applicable) Base Rate Loans in accordance with the provisions of Section 2.02 as of the date of notice of revocation (subject to subsequent conversion in accordance with the provisions of this Agreement). Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05)penalty; provided provided, that, except as otherwise agreed to by the Administrative Agent: Agent in its sole discretion, (ia) such notice must be in the form of a Notice of Loan Prepayment and be received by the Administrative Agent not later than 1:00 p.m. (Ai) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans Loans, and (Bii) on the date of prepayment of Base Rate Committed Loans; , (iib) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof oreach case, if less, the entire principal amount thereof then outstanding; provided, further that a . Each Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeNotice of Loan Prepayment, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice a Notice of Loan Prepayment is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice Notice of Loan Prepayment shall be due and payable on the date specified therein; provided, that, a Notice of Loan Prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Loans pursuant to this Section 2.05 shall be applied to the principal repayment installments of the Loans as directed by the Borrower (or, in the absence of direction by the Borrower, such prepayment of Loans shall be applied to the principal repayment installments of the Loans in direct order of maturity). Subject to Section 2.182.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.. 2.06

Prepayments. The Company mayBorrower shall have the right to voluntarily prepay, upon 5 Business Days’ prior written notice to Agent, the Administrative Agent Term Loan in full or in part. Upon the date of (a) any voluntary prepayment of the Term Loan in accordance with the immediately preceding sentence or (b) any mandatory prepayment of the Term Loan required under this Agreement (whether by acceleration of the Obligations pursuant to delivery Section 8.2 or otherwise), Borrower shall pay to Agent, for the ratable benefit of the Lenders, a sum equal to (a) all outstanding principal (or such portion of principal being prepaid) plus accrued interest thereon with respect to the Administrative Agent Term Loan, and (b) a prepayment premium (as yield maintenance for loss of bargain and not as a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agentpenalty) equal to: (i) 3% on such notice must be received by prepayment amount, if such prepayment is made on or before the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date one year anniversary of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; Closing Date, (ii) any 2% on such prepayment of Eurocurrency Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof oramount, if lesssuch prepayment is made after the one year anniversary of the Closing Date but on or before the two year anniversary of the Closing Date, the entire principal amount thereof then outstanding; and (iii) any 1% on such prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof oramount, if less, such prepayment is made after the entire principal amount thereof then outstandingtwo year anniversary of the Closing Date but on or before the Term Loan Maturity Date; provided, further however, that Borrower shall not be obligated to pay the amounts described in clauses (i), (ii) or (iii) above (A) in connection with a Notice prepayment in full of the Term Loan Prepayment may state and the other Obligations hereunder in the event that Borrower has requested in writing that the Requisite Lenders consent to a transaction that is not permitted under Section 7.5 and the Requisite Lenders have not consented to such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent transaction on or prior to the specified effective dateResponse Date (as defined below) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesSection 10.8 or (B) in connection with a prepayment in full of the Term Loan and the other Obligations hereunder if each of the following conditions are satisfied: (1) Borrower has requested in writing that the Requisite Lenders consent to a sale of Borrower’s right to receive payments under Section 2.06 of the Thalidomide Royalty Agreement (as defined below) (any such proposed sale, a “Thalidomide Sale”), (2) Requisite Lenders have not consented in writing to such Thalidomide Sale within ten (10) Business Days after receipt of such request, (3) Borrower repays in full the Term Loan and all other Obligations hereunder and terminates this Agreement, (4) the repayment of the Term Loan and all other Obligations hereunder in full are made using a portion of the proceeds of such Thalidomide Sale, and (5) Borrower delivers to Agent at the time of the repayment of the Term Loan a certified, executed copy of the purchase agreement relating to such consummated Thalidomide Sale. Nothing in the preceding sentence shall constitute the consent by the Agent or any Lender to any Thalidomide Sale during the term of this Agreement, unless such consent is in writing and authorized by the Requisite Lenders.

Prepayments. The Company mayBorrower can voluntarily prepay, upon five (5) Business Days’ prior written notice to Agent, any Term Loan in full, but not in part. Upon the Administrative Agent date of (a) any voluntary prepayment of a Term Loan in accordance with the immediately preceding sentence or (b) any mandatory prepayment of a Term Loan required under this Agreement (whether by acceleration of the Obligations pursuant to delivery Section 8.2 or otherwise), Borrower shall pay to Agent, for the Administrative Agent ratable benefit of the Lenders, a sum equal to (a) all outstanding principal plus accrued interest with respect to such Term Loan, (b) the Final Payment Fee (as such term is defined in Section 2.7(b)) for such Term Loan, and (c) a prepayment premium (as yield maintenance for the loss of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05); provided that, except bargain and not as otherwise agreed to by the Administrative Agenta penalty) equal to: (i) 3.00% of the outstanding principal amount of the Term Loan being prepaid, if such notice must be received by prepayment is made on or before the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date one year anniversary of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; such Term Loan, (ii) any prepayment 2.00 % of Eurocurrency Rate Loans shall be in a the outstanding principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orthe Term Loan being prepaid, if lesssuch prepayment is made after the one year anniversary of such Term Loan but on or before the two year anniversary of such Term Loan, the entire principal amount thereof then outstanding; and (iii) any prepayment 1.00 % of Base Rate Committed Loans shall be in a the outstanding principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof orthe Term Loan being prepaid, if lesssuch prepayment is made after the two year anniversary of such Term Loan but before the Scheduled Maturity Date. Notwithstanding the foregoing, if the entire principal Term Loans are refinanced with a new facility in an amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities greater than or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice equal to the Administrative Agent then outstanding Obligations and a Closing Date Lender becomes a lender under such refinancing, then such Closing Date Lender agrees to waive its Pro Rata Share of the prepayment premium described in this Section 2.4 in respect of the Terms Loans refinanced by such new facility. Nothing in this Section 2.4 is intended to be or constitutes a commitment on the part of Agent, any Lender or prior any other Person to provide or arrange for financing or refinancing of the specified effective date) if such condition is not satisfiedobligations hereunder. Each such notice “Closing Date Lender” shall specify mean each Lender listed on Schedule A, attached hereto as of the date and the amount Closing Date, or any affiliate of such prepayment, Lender to whom all or any portion of the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders assigned in accordance with their respective Applicable Percentagesthis Agreement.

Prepayments. The Company mayPrepayments of the outstanding loans under this Facility are permitted in any amounts. BORROWING BASE TERMS: COLLATERAL/CREDIT SUPPORT DOCUMENTS: See Exhibit C - Collateral/Credit Support Document. BY INITIALING HERE BORROWER AGREES TO ALL THE TERMS OF THIS SUPPLEMENT: ----------------- WELLX XXXGO HSBC TRADE BANK LOANS AGAINST IMPORTS NOTE -------------------------------------------------------------------------------- $2,000,000 May 31, upon notice 1997 FOR VALUE RECEIVED, the undersigned JALATE LIMITED, INC., A CALIFORNIA CORPORATION (jointly and severally, if the undersigned be more than one) ("Borrower") hereby promises to pay to the Administrative Agent pursuant to delivery to the Administrative Agent order of a Notice of Loan PrepaymentWELLX XXXGO HSBC TRADE BANK, N.A. ("Bank"), when due as provided herein, at any time or from time to time voluntarily prepay Committed Loans its 333 Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxx, XX 00000 xxxice, in whole or lawful money of the United States and in part without premium or penalty immediately available funds, the principal sum of Two Million Dollars (subject to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: (i$2,000,000) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a aggregate unpaid principal amount of $1,000,000 all advances made by Bank to Borrower from time to time, as evidenced on the records of Bank, together with interest thereon as hereinafter provided. Borrower may from time to time from the date of this Note up to and including December 1, 1997, borrow and partially or a whole multiple wholly repay its outstanding advances, and reborrow, subject to all of $500,000 the limitations, terms and conditions of this Note and of that certain Credit Agreement between Borrower and Trade Bank dated as of May 31, 1997, as amended from time to time ("Credit Agreement") executed in excess thereof or, if less, connection with or governing this Note; provided that the entire total advances made under this Note shall not exceed the principal amount thereof then outstanding; providedstated above. The unpaid principal balance of this obligation at any time shall be the total amounts advanced hereunder by the holder hereof less the amount of principal payments made hereon by or for any Borrower, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice balance may be revoked endorsed hereon from time to time by the Company (holder. The principal amount and maturity of each advance shall be agreed upon by notice to the Administrative Agent on or Borrower and Bank prior to the specified effective date) if making of each advance, and such condition is not satisfiedterms, together with the applicable interest rate of each advance and all payments of principal and interest made on this Note shall be inscribed by Bank on its records. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice advance shall be due and payable on the earlier of (i) the due date specified thereinthereof, as inscribed by Bank on its records, or (ii) 60 days after the date such advance is made. Any prepayment of a Eurocurrency Rate Loan All payments shall be accompanied by all accrued interest made free of any setoff, counterclaims or withholdings. Each entry set forth on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment Bank's records shall be applied the prima facie evidence of the facts so set forth. No failure by Bank to make, or no error by Bank in making, any inscription on its records shall affect Borrower's obligation to repay the full principal amount advanced by Bank to or for the account of Borrower, or Borrower's obligation to pay interest thereon at the agreed upon rate. Each advance shall bear interest at the Prime Rate (defined herein) plus one-quarter of one percent (.25%). Interest will be calculated for each day at 1/360th of the applicable per annum rate, which will result in a higher effective annual rate. Accrued interest shall be payable at such times and dates as shall be agreed upon by Borrower and Bank prior to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.making of

Prepayments. The Company mayParent Guarantor, upon notice the Borrower, and their respective Subsidiaries shall not (i) make any voluntary payment of (x)(A) any Indebtedness secured by a junior lien or (B) Indebtedness which is contractually subordinated to the Obligations and the Pari Passu Bank Debt (other than voluntary payments of intercompany Indebtedness to any Loan Party permitted to be made pursuant to Section 13 of the Guaranty (and any substantially similar provision of any Guaranty entered into in connection with any Pari Passu Debt)) or (y) the Existing Unsecured FelCor Bonds other than all of the obligations under the Existing Unsecured FelCor Bonds with (I) the proceeds of Permitted Refinancing Indebtedness, or(II) Permitted FelCor Parent Refinancing Indebtedness or (III) the Net Proceeds of an Equity Issuance by the Parent Guarantor and, in the case of clauses (II) and (III), the inclusion, within thirty (30) days following the consummation of such transaction (or at such later date as the Administrative Agent pursuant shall permit in its sole discretion but in any event not to delivery a date more than sixty (60) days after such consummation), of any Hotel Properties previously subject to restrictions contained in the Existing Unsecured FelCor Bonds as additional Borrowing Base Properties in accordance with the provisions of Section 4.1 to the Administrative Agent extent that such Hotel Properties otherwise satisfy the requirements to constitute an Eligible Property upon the repayment in full of a Notice of Loan Prepaymentthe Existing Unsecured FelCor Bonds, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) make any voluntary prepayment of Eurocurrency Rate Loans shall be in any Pari Passu Bank Debt which is not made concurrently with a ratable prepayment of the Facilities based on the outstanding principal amount of $500,000 or a whole multiple the Pari Passu Bank Debt and the Facilities, except, in the case of $100,000 in excess thereof this clause (ii), (x) with the proceeds of Permitted Refinancing Indebtedness or, if less, (y) as otherwise permitted under Section 2.8(b)(iv)(D). or (z) to the entire principal amount extent applied to the payment of Qualified Earlier Maturing Indebtedness of the type described in clause (ii) of the definition thereof then outstanding; and or (iii) make any voluntary prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of (other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Type(sthan regularly scheduled interest payments) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPermitted 2021 HY Debt.

Prepayments. The Company may(a) When Borrower sells or otherwise disposes of any Collateral other than Inventory in the ordinary course of business, upon notice Borrower shall repay the Advances in an amount equal to the Administrative Agent pursuant net proceeds of such sale (i.e., gross proceeds less the reasonable costs of such sales or other dispositions and all taxes related to delivery such sales), such repayments to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans be made promptly but in whole or in part without premium or penalty no event more than three (subject to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: (i3) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date following receipt of prepayment of Eurocurrency Rate Loans such net proceeds, and (B) on until the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans payment, such proceeds shall be held in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) trust for Lender. The foregoing shall not be deemed to be implied consent to any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked sale otherwise prohibited by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedterms and conditions hereof. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment Such repayments shall be applied to the Committed Loans of the Lenders outstanding Revolving Advances in such order as Lender may determine, subject to Borrower's ability to reborrow Revolving Advances in accordance with their respective Applicable Percentagesthe terms hereof; provided, however, that, that so long as no Event of Default has occurred and is continuing, such repayments shall be first applied to Domestic Rate Loans before being applied to Eurodollar Rate Loans. Notwithstanding the foregoing, unless and until an Event of Default has occurred and is continuing, Borrower may sell or otherwise dispose of Collateral not to exceed $500,000 in any single transaction and $2,500,000 in the aggregate in any fiscal year and retain such net proceeds solely to acquire replacement Collateral without making a mandatory prepayment hereunder so long as (a) the fair market value of the acquired Collateral is equal to or greater than the fair market value of the Collateral which was sold, (b) the acquired Collateral is purchased by Borrower within thirty (30) days of the sale of the Collateral, (c) the acquired Collateral shall be deemed to be acceptable Collateral by Lender in its reasonable discretion, (d) the acquired Collateral shall be subject to Lender's first priority security interest created hereunder and (e) until such time as the proceeds are used to acquire such replacement Collateral, at Lender's option, either (i) such proceeds shall be held by Lender as cash collateral for the Obligations pursuant to terms acceptable to Lender in its sole discretion or (ii) such proceeds shall be applied as a repayment of Revolving Advances and a reserve against loan availability under Section 2.1(a) in the amount of such repayment shall be established. Such cash collateral or loan availability reserve, as the case may be, shall be released by Lender only in connection with the making of a Revolving Advance to be used by Borrower solely for the purposes of funding the acquisition of replacement Collateral pursuant to the terms of this Section 2.12; provided, however, that nothing contained herein shall waive or modify any conditions to the making of Revolving Advances or any other provisions of this Agreement. If Borrower fails to meet the conditions set forth above Lender may apply the proceeds held by Lender as a prepayment of the Advances in the manner set forth above.

Prepayments. The Company mayExcept as expressly provided in this Agreement, upon notice to the Administrative Agent all prepayments of principal made by Borrower pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: 4.4 shall be applied (i) first to the payment of the unpaid principal amount of the Term Loans (with the Term A Percentage of such notice must repayment to be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date applied as a repayment of prepayment of Eurocurrency Rate Term A Loans and (B) on the date Term B Percentage of prepayment such repayment to be applied as a repayment of Base Rate Committed Term B Loans), after all Term A and Term B Loans have been paid in full, second to the payment of the then outstanding balance of the Revolving Loans and third, after all Revolving Loans have been paid in full, the cash collateralization of LC Obligations; (ii) any prepayment within each of Eurocurrency the foregoing Loans, first to the payment of Base Rate Loans shall be in a principal amount and second to the payment of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstandingEurodollar Loans; and (iii) any with respect to Eurodollar Loans, in such order as Borrower shall request (and in the absence of such request, as Administrative Agent shall determine so as to minimize breakage costs). Each prepayment of Base Rate Committed the Term Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.184.4(c), each such prepayment (d), (e), (f) and (g) shall be applied to the Committed Term Loans in proportional amounts equal to the Term A Percentage and Term B Percentage, as the case may be, of such remaining prepayment, if any and, within each Term Loan, shall be applied to reduce the Lenders in accordance with their respective Applicable Percentagesremaining Scheduled Term A Repayments and Aggregate Scheduled Term B Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term A Repayments and Aggregate Scheduled Term B Repayments, respectively). If any prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall immediately be converted into Base Rate Loans. All prepayments shall include payment of accrued interest on the principal amount so prepaid, shall be applied to the payment of interest before application to principal and shall include amounts payable, if any, under Section 3.5.

Prepayments. The Company Borrower from time to time may, upon three (3) Business Days’ notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed the Loans in whole or in part without premium part. In the event of either mandatory prepayment or penalty (subject to Section 3.05); provided thatvoluntary prepayment hereunder, except as otherwise agreed to by the Administrative Agent: (i) such notice must any prepayment of a Facility shall be received by applied against outstanding Loans of each Lender under that Facility pro rata according to each Lender’s Percentage of that Facility; (i) each prepayment of the Loans shall be made to the Administrative Agent not later than 1:00 2:00 p.m. (A) three on a Business Days prior to any date of prepayment of Eurocurrency Rate Loans Day, and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans funds received after that hour shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked deemed to have been received by the Company (by notice to the Administrative Agent on or prior to the specified effective datenext following Business Day; (iii) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any partial prepayment of a Eurocurrency LIBOR Loan, Quoted Rate Loan or MetLife Fixed Rate Loan shall be accompanied by all accrued interest on such partial prepayment through the date of prepayment and additional compensation calculated in accordance with Section 2.19; (iv) each partial prepayment of a LIBOR Loan or a Quoted Rate Loan shall be in an aggregate amount prepaidequal to the applicable minimum Loan amount specified in Section 2.3 and, together with after application of any additional amounts required pursuant such prepayment, shall not result in a LIBOR Loan or a Quoted Rate Loan, as applicable, remaining outstanding in an amount less than such minimum Loan amount; (v) each partial prepayment of Base Rate Loans shall be in an aggregate amount equal to Section 3.05. Subject to Section 2.18$100,000 or a higher integral multiple of $100,000, each unless (in either case) the aggregate outstanding balance of all Loans under the Facility being prepaid is less than such minimum Loan amount, in which event any such prepayment may be in such lesser amount; (vi) unless notified by the Borrower in writing to the contrary, the Administrative Agent shall apply all partial prepayments first, to the outstanding principal balance of the Revolving Term Facility, with a concurrent reduction in the Aggregate Revolving Term Commitment Amount, second, to the outstanding principal balance of the Term C Facility and, third, to the outstanding principal balance of the Term A Facility and the Term B Facility, fifty percent of which amounts shall be applied to the Committed Loans Term A Facility and fifty percent to the Term B Facility, to be applied within each such Facility to the principal installments due thereunder in inverse order of their scheduled maturities, and (vii) unless notified by the Borrower in writing to the contrary, each partial prepayment of the Lenders Revolving Term Facility shall be applied to the remaining commitment reductions due thereunder in accordance with the inverse order of their respective Applicable Percentagesmaturities. Unless otherwise provided in this Agreement or the other Loan Documents, prepayments from the Borrower of principal within any category above shall be applied, first, to the principal of Base Rate Loans on a pro rata basis and, second, to the principal of LIBOR Loans and Quoted Rate Loans on a pro rata basis (and, among such LIBOR Loans and Quoted Rate Loans, in such order as may be determined by the Administrative Agent and the Borrower).”

Prepayments. The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05)penalty; provided that, except as otherwise agreed to by the Administrative Agent: that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Term Benchmark Loans or (B) five U.S. Government Securities Business Days prior to any date of prepayment of RFR Loans and (BC) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Term Benchmark Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, if less, the entire principal amount thereof then outstandingthereof; and (iii) any prepayment of Base Rate Committed Loans or RFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify (i) the date and the amount of such prepayment, (ii) the Type(s) of Committed Loans to be prepaid andprepaid, (iii) if Eurocurrency Rate Term Benchmark Loans are to be prepaid, the Interest Period(s) of such LoansLoans and (iv) if such notice is submitted through an Approved Borrower Portal, any related signature requirement may be waived at the sole discretion of the Administrative Agent. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay any outstanding Loans, in which case such prepayment may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction. For the avoidance of doubt, any such conditional notice that does not result in a prepayment on the proposed prepayment date set forth in such notice shall be subject to the provisions of Section 3.05. Any prepayment of a Eurocurrency Rate Term Benchmark Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.182.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. The Company may, upon notice Borrowers shall have the right and privilege to prepay the Administrative Agent pursuant to delivery to principal amount outstanding under the Administrative Agent of a Notice of Revolver Loan Prepayment, at any time or from time without penalty. Ranor, as Borrower under the Ranor Term Loan, shall have the right and privilege to time voluntarily prepay Committed Loans the principal amount outstanding under the Ranor Term Loan in whole or in part without premium or penalty (subject to Section 3.05); part, at any time, provided that, except as otherwise agreed to by the Administrative Agent: (i) that such notice prepayment must be received accompanied by an additional sum (any such sum, a “Prepayment Premium”) equal to one (1%) percent of the Administrative Agent not later than 1:00 p.m. amount prepaid (Athe “Prepayment Amount”) three Business Days prior to if such prepayment is made at any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent time on or prior to December 20, 2021. The Stadco Borrowers shall have the specified effective dateright and privilege to prepay the principal amount outstanding under the Stadco Term Loan in whole or in part, at any time, provided that such prepayment must be accompanied by a Prepayment Premium equal to (a) five (5%) percent of the Prepayment Amount if such condition prepayment is not satisfiedmade at any time during loan year 1; (b) four (4%) percent of the Prepayment Amount if such prepayment is made at any time during loan year 2; (c) three (3%) percent of the Prepayment Amount if such prepayment is made at any time during loan year 3; (d) two (2%) percent of the Prepayment Amount if such prepayment is made at any time during loan year 4 and (e) one (1%) percent of the Prepayment Amount if such prepayment is made at any time thereafter. Each such notice shall specify In any event, if the principal balance outstanding under any Note is prepaid in full prior to the due date and of the amount of such prepaymentlast installment contemplated thereunder, the Type(s) of Committed Loans applicable Borrower or Borrowers shall make payment to be prepaid andthe Bank for all interest and other charges due thereunder, if Eurocurrency Rate Loans are in addition to be prepaidthose listed in this paragraph, at the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage time of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such No prepayment shall postpone or waive any required payment of interest or principal on Loans. Notwithstanding the foregoing, no Prepayment Premium will be applied assessed to any Borrower (i) as to any prepayment made from either casualty loss insurance proceeds or condemnation award applicable to any collateral for the Loans, or (ii) if a full prepayment is made (a) with respect to the Committed Loans of Ranor Term Loan, during the Lenders in accordance forty-five (45) day period immediately preceding the Ranor Term Loan Maturity Date or (b) with their respective Applicable Percentagesrespect to the Stadco Term Loan, during the forty-five (45) day period immediately preceding the Stadco Term Loan Maturity Date.

Prepayments. The Company Borrower may, upon notice from the Borrower to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans the Term Loan in whole or in part without premium or penalty (subject to Section 3.05)penalty; provided that, except as otherwise agreed to by the Administrative Agent: that (iA) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Committed Loans; (iiB) any such prepayment of Eurocurrency Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iiiC) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice ) and (D) any prepayment of the Term Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may shall be revoked by the Company (by notice applied ratably to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedremaining principal amortization payments. Each such notice shall specify the date and the amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or capital raising or the occurrence of a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied, and upon such revocation according to the foregoing terms the Borrower shall not be required to make the prepayment specified in such notice. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.182.11, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. The Company mayBorrower will not, upon notice nor will it permit any of its Subsidiaries to, either directly or indirectly, voluntarily redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the Administrative Agent pursuant to delivery to maturity of, Indebtedness of the Administrative Agent Borrower or any of a Notice of Loan Prepayment, its Subsidiaries; provided that (A) the Borrower and its Subsidiaries may at any time redeem, retire or from time otherwise pay prior to time voluntarily prepay Committed Loans in whole its scheduled maturity, or in part without premium or penalty (subject to Section 3.05); provided thataccelerate the maturity of, except as otherwise agreed to by the Administrative Agent: Indebtedness under (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate outstanding Revolving Advances, Swing Line Loans and the L/C Obligations, and (ii) any Hedging Agreement; (B) the Borrower and its Subsidiaries may at any time (i) within sixty days of an entity becoming a Subsidiary, redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, Indebtedness of such entity outstanding on the date of prepayment of Base Rate Committed Loanssuch entity becomes a Subsidiary; (ii) absent the existence of a Default or Unmatured Default, redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, any prepayment Indebtedness which is not subordinated in right of Eurocurrency Rate Loans payment to Indebtedness outstanding hereunder; (iii) redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, Indebtedness arising under the 2013 Subordinated Notes, 2015 Subordinated Notes, 2020 Subordinated Notes, 2035 Convertible Notes, the Trust PIERS, the New Trust PIERS and any other Permitted Subordinated Debt; provided that at the time of any such redemption, purchase or payment under this clause (iii), (a) no Default or Unmatured Default shall have occurred and be in a continuing or result therefrom, (b) after giving effect to such redemption, purchase or payment, the cash and Cash Equivalents of the Borrower shall not be less than the sum of $50,000,000 plus the aggregate principal amount of $500,000 the Loans outstanding and (c) both before or after giving effect to the proposed redemption, purchase or payment on a whole multiple of $100,000 in excess thereof or, if lessPro Forma Basis, the entire principal amount thereof then outstandingLeverage Ratio shall not exceed 3.50:1.00; and (iiiiv) any prepayment other than in connection with the Tender Offer and the redemption of Base Rate Committed Loans shall be in a principal amount of $1,000,000 the Existing Subordinated Notes on the Existing Subordinated Notes Redemption Date, redeem, retire or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or otherwise pay prior to its scheduled maturity, or accelerate the specified effective datematurity of, Indebtedness arising under the Existing Subordinated Notes; (C) if such condition is not satisfied. Each such notice shall specify the date and conversion of Indebtedness of the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender Borrower or any of its receipt of each such notice, and Subsidiaries to equity of the amount Borrower shall not be deemed a payment thereof for purposes of such Lender’s Applicable Percentage of such prepayment. If such notice is given this Section 6.12; and (D) the Borrower and its Subsidiaries may at any time redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, any other Indebtedness in connection with a refinancing permitted by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentagesthis Agreement.

Prepayments. (a) The Company Borrowers may, upon notice from the Parent Borrower to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Revolving Loans and Term Loans in whole or in part without premium or penalty (subject to Section 3.05)penalty; provided that, except as otherwise agreed to by the Administrative Agent: that (i) such notice a Notice of Loan Prepayment must be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (BC) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $1,000,000 or a whole multiple of $250,000 in excess thereof and (iv) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof oreach case, if less, the entire principal amount thereof then outstanding; provided, further that a . Each Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, prepayment and the Type(s) and Class of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) and currency of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such noticeNotice of Loan Prepayment, and of the amount of such Appropriate Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyParent Borrower, the Company applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a Notice of Loan Prepayment delivered by the Parent Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay any outstanding Obligations, in which case such prepayment may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.182.16, each such prepayment shall be applied to the Committed Loans of the Appropriate Lenders in accordance with their respective Applicable Percentages.

Prepayments. The Company mayprincipal amount of any Base Rate Advance may be prepaid in full or ratably in part at any time without premium or penalty and without regard to the Payment Date for such Advance (in the case of any Base Rate Advance) upon written notice, upon or telephonic notice followed immediately by written notice, to the Administrative Agent pursuant on the date of such prepayment; provided, however, that the Borrower’s failure to delivery to confirm any telephonic notice with a written notice shall not invalidate any notice so given if acted upon by the Administrative Agent of a Notice of Loan Prepayment, Agent. LIBOR Advances may be prepaid in full or ratably in part at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty prior to the applicable Payment Date, upon three (subject 3) Business Days’ prior written notice, or telephonic notice followed immediately by written notice, to the Administrative Agent; provided, however, that the Borrower shall reimburse the Lenders and the Administrative Agent, on the earlier of demand by the applicable Lender or the applicable Maturity Date, for any loss or reasonable out-of-pocket expense incurred by any Lender or the Administrative Agent in connection with such prepayment, as set forth in Section 3.05)2.9; provided thatfurther, except as otherwise agreed however, that the Borrower’s failure to confirm any telephonic notice with a written notice shall not invalidate any notice so given if acted upon by the Administrative Agent: . Term SOFR Advances may be prepaid in full or ratably in part at any time without premium or penalty prior to the applicable Payment Date, upon three (i3) U.S. Government Securities Business Days’ prior written notice, or telephonic notice followed immediately by written notice, to the Administrative Agent; provided, however, that the Borrower shall reimburse the Lenders and the Administrative Agent, on the earlier of demand by the applicable Lender or the applicable Maturity Date, for any loss or reasonable out-of-pocket expense incurred by any Lender or the Administrative Agent in connection with such prepayment, as set forth in Section 2.9; provided further, however, that the Borrower’s failure to confirm any telephonic notice must be received with a written notice shall not invalidate any notice so given if acted upon by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of Agent. Any partial prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans hereunder shall be in a principal amount amounts of not less than $500,000 and in integral multiples of $500,000 or a whole multiple of $100,000 in excess thereof 250,000 (or, if less, the entire remaining outstanding principal amount thereof then outstanding; thereof). Initial Revolving Loans, Additional Revolving Loans, Other Revolving Loans and (iiiSwingline Loans prepaid pursuant to this Section 2.6(a) may be reborrowed, subject to the terms and conditions hereof. Any Term C Loan, any prepayment of Base Rate Committed Loans Term D Loan, any Term E Loan, any Term F Loan, any Incremental Term Loan or Other Term Loan, as applicable, prepaid pursuant to this Section 2.6(a) may not be reborrowed. Amounts prepaid shall be paid together with accrued interest on the amount so prepaid accrued through the date of such prepayment. Repayments under this Section 2.6(a) shall be applied to the remaining scheduled principal installments of the applicable Term Loans as the Borrower shall direct. Notwithstanding the foregoing, any notice of prepayment delivered in a principal amount connection with any refinancing of $1,000,000 all of the Loans with the proceeds of such refinancing or a whole multiple of $500,000 in excess thereof orany other incurrence of Indebtedness may be, if lessexpressly so stated to be, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned contingent upon the effectiveness consummation of other credit facilities such refinancing or the occurrence of any one or more other transactions or events specified therein, in which case such notice incurrence and may be revoked by the Company (by notice to Borrower in the Administrative Agent on or prior to the specified effective date) if event such condition refinancing is not satisfied. Each such notice shall specify consummated; provided that the date and the amount delay or failure of such prepayment, contingency shall not relieve the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of Borrower from its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified obligations in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to respect thereof under Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages2.9.

Prepayments. The Company maya At any time during the Revolving Period other than a Payment Date, upon notice the Borrower may prepay, in accordance with this Section 2.3, all or any portion of the Outstanding Borrowings. Any such prepayment shall be made to the Administrative Paying Agent for payment on a pro rata and pari passu basis to the Lenders. The Servicer shall have discretion to determine whether any such repayment is paid from available Interest Collections and/or Principal Collections. The amount of any prepayment shall include any accrued and unpaid Interest on the amount prepaid and any Breakage Costs related thereto. Any partial prepayment by the Borrower of Advances pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to this Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans 2.3 shall be in a principal minimum amount of $500,000 or a whole multiple 2,000,000 and integral multiples of $100,000 in excess thereof or, in any case if less, the entire principal then Outstanding Borrowings. Any amount thereof then outstanding; prepaid may, subject to the terms and (iii) any conditions hereof, be reborrowed during the Revolving Period. b Any prepayment of Base Rate Committed Loans shall be in a principal an amount of $1,000,000 or a whole multiple of $500,000 in excess thereof ornot to exceed the excess, if lessany, of (i) the aggregate amount in and available from the Collection Account (including the proceeds of any permitted Servicer Advances theretofore made) over (ii) 150% of the aggregate amount necessary on the following Payment Date, in the good faith estimation of the Servicer, to make the required payments under the Priority of Payments (after giving effect to any prepayments under this Section 2.3). c In conjunction with any prepayment, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice Borrower shall deliver to the Administrative Documentation Agent on or a Borrower Notice substantially in the form of Exhibit A3 at least two (2) Business Days prior to the specified effective date) if date of such condition is not satisfied. Each repayment (or, in each case, such notice shall specify later time as each Lender, in its sole discretion, may agree), specifying the date and the amount of the prepayment, a written statement of the amounts estimated by the Servicer to be necessary to make the required payments under the Priority of Payments under Section 2.3(b) and certifying that, following such prepayment, the Type(s) Borrower will be in compliance with the terms of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaidthis Agreement. Upon receipt of any such Borrower Notice, the Interest Period(s) of such LoansDocumentation Agent shall promptly forward a copy thereof to the Facility Agent, the Collateral Custodian, each Managing Agent and Lender. The Administrative Agent will promptly notify each Lender of its receipt of each amount set forth in any such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice Borrower Notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with A Borrower Notice relating to any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentagesirrevocable when delivered.

Prepayments. (a) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05)penalty; provided that, except as otherwise agreed to by the Administrative Agent: that (i) such notice a Notice of Loan Prepayment must be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon (A) three Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof oreach case, if less, the entire principal amount thereof then outstanding; provided, further that a . Each Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeNotice of Loan Prepayment, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a Notice of Loan Prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay any outstanding Obligations, in which case such prepayment may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.182.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. The Company may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05)penalty; provided that, except as otherwise agreed to by the Administrative Agent: that (i) such notice must be appropriately completed and signed by a Responsible Officer, and received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on one Business Day prior to the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, if less, the entire principal amount thereof then outstandingthereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided. Each such notice shall specify the date and amount of such prepayment, further that a Notice the Type(s) of Loan Prepayment Committed Loans to be prepaid, and the applicable Tranche, and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans, and any such notice may state that such notice it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified thereinfacilities), in which case such notice may be revoked by the Company (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Tranche 1 Lender of its receipt of each such noticenotice in respect of any Tranche 1 Loans, and of the amount of such Tranche 1 Lender’s Applicable Tranche 1 Loan Percentage of such prepayment and will promptly notify each Tranche 2 Lender of its receipt of each such notice in respect of any Tranche 2 Loans, and of the amount of such Tranche 2 Lender’s Applicable Tranche 2 Loan Percentage of such prepayment. If Following such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.182.17, each such prepayment of Tranche 1 Loans shall be applied to the Committed Tranche 1 Loans of the Tranche 1 Lenders in accordance with their respective Applicable Tranche 1 Loan Percentages and each such prepayment of Tranche 2 Loans shall be applied to the Tranche 2 Loans of the Tranche 2 Lenders in accordance with their respective Applicable Tranche 2 Loan Percentages. Any prepayment of Committed Loans pursuant to this Section 2.05 shall be applied to reduce the subsequent scheduled repayments of Committed Loans of the applicable Tranche to be made pursuant to Section 2.07 as directed in writing by the Company or, if no such direction has been provided, in direct order of maturity.

Prepayments. (a) The Company Borrowers may, upon notice by the Parent Borrower to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time time, voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty (subject to Section 3.05)penalty; provided that, except as otherwise agreed to by the Administrative Agent: that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three (3) Business Days (or such shorter period as the Administrative Agent shall agree) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four (4) Business Days (or five (5) Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) (or such shorter period as the Administrative Agent shall agree) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (BC) on the date of prepayment of Base Rate Committed Revolving Loans and LIBOR Floating Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a minimum principal amount of $1,000,000; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount the Dollar Equivalent of which is $500,000; and (iv) any prepayment of Base Rate Committed Revolving Loans or LIBOR Floating Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 or, in excess thereof oreach case, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, prepayment and the Type(s) ), Tranche and currency of Committed Revolving Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Revolving Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyParent Borrower, the Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that a notice of voluntary prepayment may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice of prepayment may be revoked by the Parent Borrower if such condition is not satisfied. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment made pursuant to this clause (a) shall be applied to made ratably among the Committed Loans of the Revolving Lenders in accordance with their respective Applicable PercentagesPercentages of the Committed Revolving Loans.

Prepayments. (a) The Company Borrowers may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Revolving Loans or Term Loans in whole or in part without premium or penalty (subject to Section 3.05)penalty; provided that, except as otherwise agreed to by the Administrative Agent: that (i) such notice must be in a form acceptable to Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. (A) threeone U.S. Government Securities Business Day prior to any date of prepayment of Daily Simple SOFR Loans, (B) three U.S. Government Securities Business Days prior to any date of prepayment of Eurocurrency Rate LIBORTerm SOFR Loans and (BBC) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency LIBORSOFR Loans shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof oreach case, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, prepayment and the Type(s) of Committed Revolving Loans or Term Loans to be prepaid and, if Eurocurrency Rate LIBORTerm SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Percentage, as the case may be, of such prepayment. If such notice is given by the CompanyBorrowers, the Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Loan Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such termination is revoked in accordance with Section 2.07. Any prepayment of a Eurocurrency Rate LIBORSOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Revolving Loans or the Term Loans, as applicable, of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. The Company maySubject to the limitation noted below, any Borrower may prepay its Revolving Credit Loans upon at least one (1) Business Day’s notice to Agent in the Administrative case of Chase Manhattan Bank Rate Loans, and at least three (3) Business Day’s notice to Agent pursuant to delivery to in the Administrative Agent case of a Notice of Loan PrepaymentLibor Rate Loans, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject with accrued interest to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of such prepayment of Base Rate Committed Loans; on the amount prepaid, provided that (iia) any each partial prepayment of Eurocurrency Rate Loans shall be in the case of a Libor Rate Loan, in a principal amount of not less than One Million Dollars ($500,000 or a whole multiple 1,000,000) and integral multiples of One Hundred Thousand Dollars ($100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000); and (iiib) Libor Rate Loans prepaid on any prepayment Business Day other than the last day of Base the Libor Rate Committed Period applicable for such Loan shall require such Borrower to pay the Libor Rate Prepayment Premiums. In the event that the Borrowers shall cause the Revolving Credit Facility to be cancelled effective as of any date prior to the then-current Revolving Credit Commitment Termination Date and FiberMark or any Borrower shall obtain an alternative commitment from another lender for financing, all Borrowers shall prepay all Revolving Credit Loans in whole with accrued interest to the date of such cancellation and in addition, unless such cancellation is in connection with (i) an offering of senior notes registered under the Securities Exchange Act of 1934, as amended, or (ii) an Asset Acquisition (as defined in either Indenture), the Borrowers shall be pay to the Agent, for the ratable account of each Lender, a fee (“Prepayment Fee”) in a the amount of 1% of the Revolving Credit Facility. To the extent the outstanding principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if lessall the Revolving Credit Loans taken together exceeds the Borrowing Base, the entire Borrowers shall prepay such Revolving Credit Loans in an amount equal to the excess of the aggregate outstanding principal amount thereof of Revolving Credit Loans over the then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesBorrowing Base.

Prepayments. The Company Without prepayment premium or penalty but subject to Section 3.05, Borrower may, upon at least one (1) Banking Day's notice to the Administrative Agent pursuant in the case of the Base Rate Loans, and at least three (3) Banking Days' notice to delivery to the Administrative Agent in the case of a Notice LIBOR Loans, prepay the Ratable Loans in whole or, with respect to Base Rate Loans only, in part, provided that (1) any partial prepayment under this Section shall be in integral multiples of Loan PrepaymentOne Million Dollars ($1,000,000); and (2) each prepayment under this Section shall include, at any time Administrative Agent's option, all interest accrued on the amount of principal prepaid to (but excluding) the date of prepayment. Borrower shall have the right to prepay Bid Rate Loans only with the consent of the Bank or the Designated Lender that funded the Bid Rate Loan that Borrower desires to prepay. Borrower may, from time to time voluntarily on any Banking Day so long as prior notice is given to Administrative Agent and Swingline Lender no later than 1:00 p.m. (New York City time) on the day on which Borrower intends to make such prepayment, prepay Committed any Swingline Loans in whole or in part without premium or penalty in amounts aggregating at least One Hundred Thousand Dollars (subject to Section 3.05$100,000); provided that, except as otherwise agreed to by the Administrative Agent: (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $500,000 or a whole an integral multiple of One Hundred Thousand Dollars ($100,000 in excess thereof 100,000) (or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a aggregate outstanding principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, all Swingline Loans then outstanding) by paying the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are together with accrued interest thereon to be prepaid, the Interest Period(s) date of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and prepayment by initiating a wire transfer of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment principal and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidSwingline Loans no later than 1:00 P.M. (New York City time) on such day and Borrower shall deliver a federal reference number evidencing such wire transfer to Administrative Agent as soon as available thereafter on such day. Unless otherwise directed by Borrower, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment prepayments made by the Borrower shall be applied first to any and all Loans outstanding that are not secured by a Refinancing Mortgage, and only to Loans secured by Refinancing Mortgages if there shall be no other Loans outstanding at the Committed Loans of the Lenders in accordance with their respective Applicable Percentagestime.

Prepayments. The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily time, prepay Committed Loans Term Loan A in whole or in part without premium or penalty (subject and shall pay a prepayment fee equal to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or"Make Whole Amount", if less, the entire principal amount thereof then outstanding; and (iii) any prepayment any. Prepayments of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and less than all of the amount outstanding balance of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Term Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment A shall be applied to Term Loan A in reverse order of application. The Make Whole Amount shall mean as of any prepayment date, to the Committed Loans extent that the "Reinvestment Yield" on such date is lower than the "Base Rate", the product of (a) the number of days remaining until maturity of Term Loan A, multiplied by (b) the product of (i) the principal balance being prepaid, multiplied by (ii) a percentage obtained by dividing (X) the difference between the Reinvestment Yield and the Base Rate by (Y) 360. To the extent that the Reinvestment Yield on any prepayment date is equal to or higher than the interest rate payable on or in respect of such Term Loan less 150 basis points, the Make Whole Amount is zero. Base Rate shall mean the Fixed Rate less 150 basis points. Reinvestment Yield shall mean the yield as set forth on page "USD" of the Lenders Bloomberg Financial Markets Service at 10:00 A.M. (Chicago time) on the prepayment date for actively traded U.S. Treasury securities having a maturity equal to the "Weighted Average Life to Maturity" of the Term Note rounded to the nearest month, or if such yields shall not be reported as of such time or the yields as of such time are not ascertainable in accordance with their respective Applicable Percentagesthe preceding clause, then the arithmetic mean of the yields published in the statistical release designated H.15(519) of the Board of Governors of the Federal Reserve System under the caption "U.S. Government Securities--Treasury Constant Maturities" for the maturity corresponding to the remaining Weighted Average Life to Maturity of Term Note A as of the date of such prepayment rounded to the nearest month. If no maturity exactly corresponding to such rounded Weighted Average Life to Maturity shall appear therein, yields of the two most closely corresponding published maturities (one of which occurs prior and the other subsequent to the Weighted Average Life to Maturity) shall be calculated pursuant to the foregoing sentence and the Reinvestment Yield shall be interpolated from such yields on a straight-line basis (rounding, in each of such relevant periods, to the nearest month). For purposes hereof, Weighted Average Life to Maturity shall mean the number of years obtained by dividing (a) the then outstanding principal amount of the Term Loan A Note to be prepaid into (b) the sum of the products obtained by multiplying (i) the amount of each then remaining other required prepayment, installment or payment, including payment at final maturity, foregone by such prepayment by (ii) the number of years (calculated to the nearest 1/12th) which would have elapsed between such date and the making of such prepayment or payment.

Prepayments. (a) The Company may, upon notice to Issuer may optionally prepay the Administrative Agent pursuant to delivery to the Administrative Agent Notes of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans Series in whole or in part without premium or penalty (subject to Section 3.05); on any Business Day provided that, except as otherwise agreed to by the Administrative Agent: that (i) the Issuer shall have provided written notice of such notice must be received by prepayment to the Administrative Agent not Indenture Trustee no later than 1:00 p.m. (A) three five Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of such prepayment or such shorter notice period set forth in the Variable Funding Note Purchase Agreement for any Series of Base Rate Committed Loans; Variable Funding Notes and (ii) any such prepayment of Eurocurrency Rate Loans shall be in a is accompanied by all accrued and unpaid interest on the principal amount of $500,000 or a whole multiple the Notes being prepaid through the date of $100,000 in excess thereof or, such prepayment and any applicable Prepayment Consideration if less, such prepayment occurs prior to the entire principal amount thereof then outstandingPrepayment Period for such Series; and (iii) any prepayment of Base Rate Committed Loans provided that no Prepayment Consideration shall be payable in connection with (r) prepayments of the Variable Funding Notes of any Series, (s) prepayments of the Class A LTV Test Sweep Amount to the Class A Notes of any Series, (t) prepayments of the Class A-2 Notes of any Series on any Payment Date in an amount up to the applicable Class A-2 Monthly Amortization Amount as of such Payment Date, (u) prepayments of the Term Notes from amounts on deposit in the Cash Trap Reserve Sub-Accounts or to cure a principal Cash Trap Condition, (v), mandatory prepayments of any Series of Notes as provided in the related Series Supplement, (w) prepayments of the Term Notes with Loss Proceeds in accordance with Section 7.06 or (x) prepayments made during an Amortization Period or after the occurrence and during the continuance of an Event of Default, (y) prepayments of Notes in an amount equal to the applicable Disposition Price in connection with the disposition of $1,000,000 one or a whole multiple more Data Centers in accordance with Section 7.30 in an amount up to an amount specified in the applicable Series Supplement in the aggregate for all such dispositions or (z) prepayments of $500,000 any Series of Notes in excess thereof or, if less, an amount up to the entire principal applicable Early Termination Fee Prepayment Amount not to exceed an amount thereof then outstandingspecified in the applicable Series Supplement; provided, further that a Notice of Loan Prepayment may state further, that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence prepayment of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount Series of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan Variable Funding Notes shall be accompanied by all accrued interest such additional amounts required to be paid pursuant to the related Variable Funding Note Purchase Agreement. On the date of any prepayment in connection with which Prepayment Consideration is payable, the Indenture Trustee or the Paying Agent, at the direction of the Manager, shall pay such Prepayment Consideration received in respect of any Class or Series of Notes to the Holders of the corresponding Class or Series of Notes pro rata based on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, prepaid on each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesNote.

Prepayments. The Company mayExcept as expressly provided in this Agreement, upon notice all ----------- prepayments of principal made by the Borrower pursuant to Section 4.4 shall be ----------- applied (i) first, to the Administrative Agent pursuant to delivery to payment of the Administrative Agent unpaid principal amount of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed the Term ------ Loans in whole or in part without premium or penalty (subject to Section 3.05); provided thatwith, except as otherwise agreed provided in the next succeeding sentence, the Term A Dollar Percentage of such repayment to by be applied as a repayment of Term A Dollar Loans, the Administrative Agent: (i) Term A Euro Percentage of such notice must repayment applied as a repayment of Term A Euro Loans, the Term B Percentage of such repayment to be received by applied as a repayment of Term B Loans, the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior Term C Percentage of such repayment to any date be applied as a repayment of Term C Loans), second, to the prepayment of Eurocurrency Rate the ------- then outstanding balance of Swing Line Loans, third, to the payment, pro rata, ----- of the then outstanding balance of the Domestic Revolving Loans and (B) on Multicurrency Revolving Loans, and fourth, to the date cash collateralization of prepayment of Base Rate Committed LoansLC ------ Obligations; (ii) any prepayment within each of the foregoing Loans, first to the payment of Base Rate Loans and second to the payment of Eurocurrency Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstandingLoans; and (iii) any with respect to Eurocurrency Loans, in such order as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). Each prepayment of Base Rate Committed Term Loans made pursuant to Section 4.4(e), (f), (g), (h) and -------------- ---- ---- --- (k) shall be allocated first to the Term Loans based on the aggregate principal ----- amount of the Scheduled Term A Dollar Repayments, the Dollar Equivalent amount of the Scheduled Term A Euro Repayments, Scheduled Term B Repayments and Scheduled Term C Repayments due within the twelve month period following the date of such prepayment in direct order of maturity, and, thereafter, shall be allocated second to the Term Loans in proportional amounts equal to the Term A ------ Dollar Percentage, the Term A Euro Percentage, Term B Percentage and Term C Percentage (in each case, after giving effect to the prepayments made to the Scheduled Term A Dollar Repayments, the Scheduled Term A Euro Repayments, Scheduled Term B Repayments and Scheduled Term C Repayments due within such twelve month period as specified above), as the case may be, of such remaining prepayment, if any, and, within each Term Loan, shall be applied to reduce the remaining Scheduled Term A Dollar Repayments, Schedule Term A Euro Repayments, Scheduled Term B Repayments and Scheduled Term C Repayments on a pro rata basis (based upon the then remaining principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof orsuch Scheduled Term A Dollar Repayments, if lessScheduled Term A Euro Repayments, the entire principal amount thereof then outstanding; providedScheduled Term B Repayments and Scheduled Term C Repayments, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinrespectively). Any prepayment of a Eurocurrency Rate Loan Term Loans pursuant to Section 4.4(i), (j) and (l) shall be accompanied by all applied pro rata to each of the -------------- --- --- Scheduled Repayments. If any prepayment of Eurocurrency Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall immediately be converted into Base Rate Loans, in the case of Loans denominated in Dollars, or into Loans with one month Interest Periods, in the case of Loans denominated in an Alternative Currency. All prepayments shall include payment of accrued interest on the principal amount so prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans payment of interest before application to principal and shall include amounts payable, if any, under Section 3.5. All payments received in ----------- Dollars which are required to be applied in Euros and/or Sterling shall be converted to Euros or Sterling, as the Lenders in accordance with their respective Applicable Percentagescase may be, at the Spot Rate on the date of such prepayment.

Prepayments. The Company maySubject to the limitation noted below, and without limiting Section 5.03(b) hereof, any Borrower may prepay its Revolving Credit Loans or Capex Loans upon at least one (1) Business Day’s notice to Agent in the Administrative case of Chase Manhattan Bank Rate Loans, and at least three (3) Business Day’s notice to Agent pursuant to delivery to in the Administrative Agent case of a Notice of Loan PrepaymentLibor Rate Loans, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty with accrued interest to the date of such prepayment on the amount prepaid, provided that (subject to Section 3.05a) each partial prepayment shall be, in the case of a Libor Rate Loan, in a principal amount of not less than One Million Dollars ($1,000,000) and integral multiples of One Hundred Thousand Dollars ($100,000); provided that(b) Libor Rate Loans prepaid on any Business Day other than the last day of the Libor Period applicable for such Loan shall require such Borrower to pay the Libor Rate Prepayment Premiums; and (c) any prepayment of all or any part of a Capex Loan shall be accompanied by payment of any applicable Capex Prepayment Premium. In the event that the Borrowers shall cause the Revolving Credit Facility to be cancelled effective as of any date prior to the then-current Revolving Credit Commitment Termination Date and FiberMark or any Borrower shall obtain an alternative commitment from another lender for financing, except as otherwise agreed all Borrowers shall prepay all Revolving Credit Loans and Capex Loans in whole with accrued interest to by the Administrative date of such cancellation and shall provide either (a) cash collateral in an amount equal to 105% of the aggregate amount remaining available to be drawn under all L/Cs or (b) an indemnification, in form and substance reasonably satisfactory to the Agent: , from a commercial bank or other financial institution acceptable to the Agent for the L/C Obligations with respect to the L/Cs. In addition, unless such cancellation is in connection with (i) such notice must be received by an offering of senior notes registered under the Administrative Agent not later than 1:00 p.m. Securities Exchange Act of 1934, as amended, or (ii) an Asset Acquisition (as defined in either Indenture), the Borrowers shall pay to the Agent, for the ratable account of each Lender, a prepayment fee in the amount of (A) three Business Days prior 1% of the Revolving Credit Facility, other than with respect to any date such portion of prepayment the Revolving Credit Facility comprised of Eurocurrency Rate Capex Loans and (B) on with respect to Capex Loans, the date Capex Prepayment Premium. To the extent that, at any time, the sum of prepayment the outstanding principal amount of Base Rate Committed Loansall the Revolving Credit Loans plus the L/C Outstandings taken together exceeds the Revolving Credit Limit, the Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, the amount of such excess which shall be applied by the Agent in the following order: (i) first to Reimbursement Obligations; (ii) any prepayment of Eurocurrency second to Revolving Credit Loans that are Chase Manhattan Bank Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstandingLoans; and (iii) third to Revolving Credit Loans that are Libor Rate Loans. To the extent that, following such payments and prepayments, the L/C Outstandings exceed the Revolving Credit Limit, the Borrowers shall provide cash collateral to the Agent in an amount equal to 105% of such excess, to be held in accordance with Section 3.02A. Without limiting Section 5.03(b) hereof, upon any prepayment sale, exchange or other disposition of Base Rate Committed Loans any Financed Equipment or any Converting Facilities Equipment, the proceeds of any such sale, exchange or other disposition shall not be commingled with any Borrower’s other property, but shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof orsegregated, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked held by the Company (applicable Borrower in trust for the Lenders as the Lenders’ exclusive property, and shall be delivered immediately by notice such Borrower to the Administrative Agent on or prior in the identical form received by the Borrower and shall be (i) applied to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and payment of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment applicable Capex Loan and the payment amount specified in such notice shall be due of any Capex Prepayment Premium and payable on the date specified therein. Any prepayment of a Eurocurrency Libor Rate Loan shall be accompanied by all accrued interest on the amount prepaidPrepayment Premium, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied and (ii) to the Committed Loans extent of any excess, returned to the Lenders Borrowers or otherwise remitted or applied in accordance with their respective Applicable Percentagesthe instructions of the Borrowers. If the proceeds from any sale, exchange or other disposition of any Financed Equipment or any Converting Facilities Equipment are insufficient to pay in full the outstanding balance of the applicable Capex Loan and all other amounts described in clause (i) of the immediately preceding sentence, then the applicable Borrower shall concurrently pay any such shortfall to the Agent.

Prepayments. (a) The Company Borrowers may, upon irrevocable (except in connection with a termination of Commitments as set forth in Section 2.06 below or as otherwise provided below) notice from the Lead Borrower to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed ABL Loans in whole or in part without premium or penalty (subject to Section 3.05)penalty; provided provided, that, except as otherwise agreed to by the Administrative Agent: (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate LIBO RateSOFR Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency LIBO RateSOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) unless a Cash Dominion Event has occurred and is continuing, any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof oreach case, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment and (iv) such notice delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities facilities, indentures or similar agreements related to the incurrence of Indebtedness or the occurrence consummation of any one or more other transactions or events specified thereinanother transaction, in which case such notice may be revoked by the Company Lead Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaidLIBO RateSOFR Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyLead Borrower, the Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.LIBO

Prepayments. The Company mayprincipal amount of any Base Rate Advance may be prepaid in full or ratably in part at any time, upon without penalty and without regard to the Payment Date for such Advance, which written notice shall be a Notice of Prepayments, Conversions and Continuations in substantially the form set forth on Exhibit C attached hereto to the Administrative Agent pursuant Agent. LIBOR Advances may be prepaid prior to delivery the applicable Payment Date, upon three (3) Business Days’ prior written notice, which written notice shall be a Notice of Prepayments, Conversions and Continuations in substantially the form set forth on Exhibit C attached hereto to the Administrative Agent; provided that the Borrower shall reimburse the Lenders and the Administrative Agent, on demand by the applicable Lender or the Administrative Agent, for any loss or reasonable out-of-pocket expense incurred by any Lender or the Administrative Agent in connection with such prepayment, to the extent and as set forth in Sections 2.9 and 2.10 hereof. The principal amount of any Term Loan B Advance may be prepaid in full or ratably in part at any time the Borrower is voluntarily prepaying a Base Rate Advance or a LIBOR Advance, without penalty and without regard to the Payment Date for such Advance, which written notice shall be a Notice of Loan PrepaymentPrepayments, at any time or from time Conversions and Continuations in substantially the form set forth on Exhibit C attached hereto to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: (i) such notice must be received ; provided, however, that until the Satisfaction Date, amounts voluntarily paid by the Administrative Agent Borrower under this Section 2.6 with respect to Term Loan B Advances may not later be in an amount greater than 1:00 p.m. (A) three Business Days prior 50% of the amounts voluntarily paid by the Borrower under this Section 2.6 with respect to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any Advances and/or LIBOR Advances under the Term Loan A Commitment. Any prepayment of Eurocurrency Rate Loans hereunder shall be in a amounts of not less than $500,000 and in integral multiples of $500,000. All prepayments made with respect to Base Rate Advances and/or LIBOR Advances shall be applied first, to the outstanding principal amount of $500,000 or a whole multiple Term Loan A to the remaining scheduled repayments set forth in Section 2.7(a) hereof (accompanied by payment of $100,000 any LIBOR funding breakage costs in excess thereof oraccordance with Section 2.10), if lesspro rata across the remaining maturities, the entire principal amount thereof then outstandinguntil Term Loan A shall have been prepaid in full; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof orsecond, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Revolving Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and outstanding (without a permanent reduction of the amount of such Lender’s Applicable Percentage of such prepaymentRevolving Loan Commitment). If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate All prepayments made with respect to Term Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment B Advances shall be applied to the Committed Loans outstanding principal amount of the Lenders in accordance with their respective Applicable Percentages.Term Loan B.

Prepayments. The Company mayBorrower will not, upon notice nor will it permit any of its Subsidiaries to, either directly or indirectly, voluntarily redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the Administrative Agent pursuant maturity of, Indebtedness of the Borrower or any of its Subsidiaries (other than Indebtedness arising hereunder, any Hedging Agreement, the Convertible Notes, or the conversion of Indebtedness of the Borrower or any of its Subsidiaries to delivery to equity of the Administrative Agent Borrower or any of a Notice its Subsidiaries and other than Indebtedness arising under the 2011 Subordinated Notes and the 2013 Subordinated Notes which is satisfied from proceeds of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05Permitted Subordinated Debt); provided thatthat the Borrower and its Subsidiaries may, except as within sixty (60) days of an entity becoming a Subsidiary, redeem, retire or otherwise agreed to by the Administrative Agent: (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days pay prior to any date its scheduled maturity, or accelerate the maturity of, Indebtedness of prepayment of Eurocurrency Rate Loans and (B) such entity outstanding on the date such entity becomes a Subsidiary; provided further that, absent the existence of prepayment a Default or Unmatured Default, the Borrower and its Subsidiaries may redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, any Indebtedness which is not subordinated in right of Base Rate Committed Loanspayment to Indebtedness outstanding hereunder; (ii) any prepayment provided further that, absent the existence of Eurocurrency Rate Loans a Default or Unmatured Default, the Borrower and its Subsidiaries may redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, Indebtedness of the Borrower and its Subsidiaries in an amount not in excess of $20,000,000 in the aggregate during the term of this Agreement which amount shall not include the 2011 Subordinated Notes and the 2013 Subordinated Notes if satisfied from the proceeds of Permitted Subordinated Debt; provided further that Receivables Facility Attributed Indebtedness shall be deemed not to be Indebtedness for purposes of this Section 6.13; and provided further that the Borrower and its Subsidiaries may after March 31, 2006 redeem, purchase or otherwise pay prior to its scheduled maturity any Indebtedness arising under the 2011 Subordinated Notes provided that at the time of any such redemption, purchase or payment (a) the Term Loans are paid in full, (b) after such redemption, purchase or payment, no less than $250,000,000 remains unfunded under the Aggregate Revolving Commitment, (c) Borrower has achieved and maintains a principal amount Xxxxx'x Rating (as defined on Schedule I) of $500,000 Baa3 or better or a whole multiple S&P Rating (as defined on Schedule I) of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; BBB - or better and (iiid) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 no Default or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice Unmatured Default has occurred and continues to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentagesexist.

Prepayments. The Company may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or Borrower from time to time may voluntarily prepay Committed Loans the Notes in whole or in part without premium or penalty (subject to Section 3.05); provided that, except as otherwise agreed to by part. In the Administrative Agent: event of any voluntary prepayment hereunder (i) such notice must any prepayment of a Facility shall be received by applied against outstanding Advances of each Bank under that Facility pro rata according to each Bank's Percentage of that Facility, (ii) each prepayment of the Administrative Notes shall be made to the Agent not later than 1:00 p.m. 12:00 Noon, Minneapolis, Minnesota time, on a Business Day, and funds received after that hour shall be deemed to have been received by the Agent on the next following Business Day, (Aiii) three Business Days prior to any date of each partial prepayment of Eurocurrency Fundings which, at the time of such prepayment, bear interest at a Eurodollar Rate Loans and (B) shall be accompanied by accrued interest on such partial prepayment through the date of prepayment of Base Rate Committed Loans; and additional compensation calculated in accordance with Section 2.18, (iiiv) any each partial prepayment of Eurocurrency Rate Loans Fundings with respect to a Facility which, at the time of such prepayment, bear interest at a Eurodollar Rate, shall be in an aggregate amount equal to the applicable minimum Funding amount specified in Section 2.5 for such Facility and, after application of any such prepayment, shall not result in a principal Eurodollar Funding remaining outstanding in an amount less than such minimum Funding amount, (v) each partial prepayment of Fundings with respect to a Facility which, at the time of such prepayment, bear interest at a Floating Rate, shall be in an aggregate amount equal to $500,000 or a whole higher integral multiple of $100,000 100,000, unless (in excess thereof or, if less, either case) the entire principal amount thereof then outstanding; and (iii) any prepayment aggregate outstanding balance of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, all Notes under the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that Facility being prepaid is less than such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified thereinminimum Funding amount, in which case event any such notice prepayment may be revoked in such lesser amount, (vi) unless notified by the Company (by notice Borrower in writing to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepaymentcontrary, the Type(s) of Committed Loans Agent shall apply all partial prepayments to be prepaid outstanding Revolving Advances and, if Eurocurrency Rate Loans no Revolving Advances are then outstanding, to be prepaid, the Interest Period(soutstanding Term Advances and (vii) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and partial prepayment of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment Term Facility shall be applied to the Committed Loans principal installments becoming due under such Facility in inverse order of the Lenders in accordance with their respective Applicable Percentagesmaturities.

Prepayments. (a) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to Section 3.05)penalty; provided that, except as otherwise agreed to by the Administrative Agent: that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Eurodollar Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Eurodollar Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower gives a prepayment notice, then the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, any notice of prepayment given in connection with a notice of termination of the Committed Loans given by the Borrower may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may (subject to compliance by the Borrower with the requirements of Section 3.05) be revoked by the Borrower (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurocurrency Rate Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.182.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. The Company maySubject to the limitation noted below, any Borrower may prepay its Revolving Credit Loans upon at least one (1) Business Day's notice to Agent in the Administrative case of Chase Manhattan Bank Rate Loans, and at least three (3) Business Day's notice to Agent pursuant to delivery to in the Administrative Agent case of a Notice of Loan PrepaymentLibor Rate Loans, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject with accrued interest to Section 3.05); provided that, except as otherwise agreed to by the Administrative Agent: (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of such prepayment of Base Rate Committed Loans; on the amount prepaid, provided that (iia) any each partial prepayment of Eurocurrency Rate Loans shall be in the case of a Libor Rate Loan, in a principal amount of not less than One Million Dollars ($500,000 or a whole multiple 1,000,000) and integral multiples of One Hundred Thousand Dollars ($100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000) [AMOUNTS?]; and (iiib) Libor Rate Loans prepaid on any prepayment Business Day other than the last day of Base the Libor Rate Committed Period applicable for such Loan shall require such Borrower to pay the Libor Rate Prepayment Premiums. Notwithstanding anything to the contrary in this Financing Agreement, no Borrower may cancel Revolving Credit Commitment prior to the payment in full of all outstanding Obligations owed to CITEF under the Lease Agreement or any loan agreements. In the event that the Borrowers shall cause the Revolving Credit Facility to be cancelled and FiberMark or any Borrower shall obtain an alternative commitment from another lender for financing, all Borrowers shall prepay all Revolving Credit Loans in whole with accrued interest to the date of such cancellation and in addition, the Borrowers shall be pay to the Agent, for the account of each Lender, a fee ("Prepayment Fee"), in a the following amounts: -------------------------------------------------------------------------------- Period Amount -------------------------------------------------------------------------------- Twelve (12) month period from 1.0% of the average principal amount of $1,000,000 or a whole multiple December 31, 1997 to December 31, 1998 all Revolving Credit Loans outstanding at any time for the six month period prior to such cancellation -------------------------------------------------------------------------------- Twelve (12) month period from 0.5% of $500,000 in excess thereof orthe average principal December 31, if less1998 to December 31, 1999 amount of all Revolving Credit Loans outstanding at any time for the six month period prior to such cancellation -------------------------------------------------------------------------------- To the extent the outstanding principal amount of all the Revolving Credit Loans taken together exceed the Borrowing Base, the entire Borrower shall prepay such Revolving Credit Loans in an amount equal to the excess of the aggregate outstanding principal amount thereof of Revolving Credit Loans over the then outstanding; provided, further that a Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesBorrowing Base.

Prepayments. (a) The Company Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty (subject to Section 3.05)penalty; provided provided, that, except as otherwise agreed to by the Administrative Agent: Agent in its sole discretion, (i) such notice must be in the form of a Notice of Loan Prepayment and be received by the Administrative Agent not later than 1:00 p.m. (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans Loans, and (B) on the date of prepayment of Base Rate Committed Revolving Loans; , (ii) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and (iii) any prepayment of Base Rate Committed Revolving Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof oreach case, if less, the entire principal amount thereof then outstanding; provided, further that a . Each Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of any one or more other transactions or events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment, prepayment and the Type(s) of Committed Revolving Loans to be prepaid and, if Eurocurrency Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeNotice of Loan Prepayment, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice a Notice of Loan Prepayment is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice Notice of Loan Prepayment shall be due and payable on the date specified therein; provided, that, a Notice of Loan Prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.182.16, each such prepayment shall be applied to the Committed Revolving Loans of the Lenders in accordance with their respective Applicable Percentages.