Common use of Repayment of Borrowings Clause in Contracts

Repayment of Borrowings. (a) (i) The Borrower shall pay to the Administrative Agent, for the account of the Lenders (A) on April 15th , July 15th, October 15th and January 15th of each year (each such date being called a “Repayment Date”), commencing with the first such date occurring during the first full fiscal quarter following the Closing Date, and on each such date thereafter through the Initial Term Loan Maturity Date provided that if such day is not a Business Day, the Repayment Date shall be the next succeeding Business Day, amortization installments equal to 0.25% of the aggregate principal amount of such Initial Term Loans extended to the Borrower on the drawing date thereof; as adjusted from time to time pursuant to Sections 2.11(b), 2.12, 2.13(f) and 2.22(cd), and which payments shall be further reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.12 and (B) on the Initial Term Loan Maturity Date, the aggregate unpaid principal amount of all Initial Term Loans on such date, together with accrued and unpaid interest on the principal amount to be paid to but excluding such date. For the avoidance of doubt the aggregate principal amount of the Loans extended on the draw date thereof shall be the face amount of such Loans without giving effect to any upfront fees or OID. (ii) The Borrower shall pay to the Administrative Agent, for the account of the Incremental Term Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Incremental Term Loans (as adjusted from time to time pursuant to Sections 2.11(b), 2.12 and 2.13(f)) equal to the amount set forth for such date in the applicable Incremental Loan Assumption Agreement, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. The Repayment Dates of Loans of an Extended Class and Refinancing Loans shall be set forth in the applicable Extension Amendment or Refinancing Amendment. (iii) The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for any Class of Revolving Credit Commitments the aggregate outstanding principal amount of all Revolving Credit Loans made in respect of such Revolving Credit Commitments. (iv) The Borrower shall repay the aggregate principal amount of each Swing Line Loan on the earlier to occur of (A) the date five (5) Business Days after such Loan is made, (B) the Latest Maturity Date for the Participating Revolving Credit Commitments and (C) the date a Revolving Credit Loan is made to the Borrower pursuant to Section 2.01(b)(i); provided that such repayment may be made from the proceeds of a Revolving Credit Borrowing.

Repayment of Borrowings. (a) (i) The Borrower shall pay repay to the Administrative Agent, Agent in US Dollars for the ratable account of the Lenders (Ax) each Initial Term Lender, on April 15th March 31, July 15thJune 30, October 15th September 30 and January 15th December 31 of each year (each such date being called a “Repayment Date”)year, commencing with on the first such date occurring during to occur at the first end of the second full fiscal quarter following ending after the Closing Effective Date, and on each such date thereafter through the Initial Term Loan Maturity Date provided that if such day is not a Business Day, the Repayment Date shall be the next succeeding Business Day, amortization installments an aggregate principal amount equal to 0.25% of the aggregate principal amount of such all Initial Term Loans extended to the Borrower outstanding on the drawing date thereofEffective Date and (y) each Incremental Term Loan Lender and each Other Term Loan Lender, the amortization amounts and on the dates set forth in the relevant Incremental Amendment or Refinancing Amendment, as applicable; as adjusted from time to time pursuant to Sections 2.11(b)provided, 2.12further, 2.13(fthat any payment under this Section 2.11(a)(x) and 2.22(cd), and which payments shall be further reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.12 2.12(b) and 2.13(f) and increased as a result of any increase in the amount of such Initial Term Loans pursuant to Section 2.26. (Bb) To the extent not previously paid, all Term Loans of a given Class shall be due and payable on the Initial Term Loan Maturity Date, the aggregate unpaid principal amount Date for such Class of all Initial Term Loans on such dateLoans, together with accrued and unpaid interest on the principal amount to be paid to but excluding such date. For the avoidance of doubt the aggregate principal amount of the Loans extended on the draw date thereof shall be the face amount of such Loans without giving effect to any upfront fees or OID. (ii) The Borrower shall pay to the Administrative Agent, for the account of the Incremental Term Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Incremental Term Loans (as adjusted from time to time pursuant to Sections 2.11(b), 2.12 and 2.13(f)) equal to the amount set forth for such date in the applicable Incremental Loan Assumption Agreement, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. The Repayment Dates of Loans of an Extended Class and Refinancing Loans shall be set forth in the applicable Extension Amendment or Refinancing Amendment. (iiic) The Borrower shall repay to the Administrative Agent in the Applicable Currency for the ratable account of the Appropriate Revolving Credit Lenders with outstanding Revolving Loans under a given Class on the Revolving Credit Maturity Date for any such Class of Revolving Credit Commitments the aggregate outstanding principal amount of all Revolving Credit Loans made in respect of such Revolving Credit Commitments. (iv) The Borrower shall repay the aggregate principal amount of each Swing Line Loan the Revolving Loans outstanding on the earlier to occur of such date. (Ad) the date five (5) Business Days after such Loan is made, (B) the Latest Maturity Date for the Participating Revolving Credit Commitments and (C) the date a Revolving Credit Loan is made to the Borrower All repayments pursuant to this Section 2.01(b)(i); provided that such repayment may 2.11 shall be made from the proceeds of a Revolving Credit Borrowingsubject to Section 2.17, but shall otherwise be without premium or penalty.

Repayment of Borrowings. (a) (i) The Borrower shall pay repay to the Administrative Agent, Agent in US Dollars for the ratable account of the Lenders (Ax) each Initial Term Lender, on April 15th March 31, July 15thJune 30, October 15th September 30 and January 15th December 31 of each year (each such date being called a “Repayment Date”)year, commencing with on the first such date occurring during to occur at the end of the first full fiscal quarter following ending after the Closing Effective Date, and on each such date thereafter through the Initial Term Loan Maturity Date provided that if such day is not a Business Day, the Repayment Date shall be the next succeeding Business Day, amortization installments an aggregate principal amount equal to 0.25% of the aggregate principal amount of such all Initial Term Loans extended to the Borrower outstanding on the drawing date thereofEffective Date and (y) each Incremental Term Loan Lender and each Other Term Loan Lender, the amortization amounts and on the dates set forth in the relevant Incremental Amendment or Refinancing Amendment, as applicable; as adjusted from time to time pursuant to Sections 2.11(b)provided, 2.12further, 2.13(fthat any payment under this Section 2.11(a)(x) and 2.22(cd), and which payments shall be further reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.12 2.12(b) and 2.13(f) and increased as a result of any increase in the amount of such Initial Term Loans pursuant to Section 2.26. (Bb) To the extent not previously paid, all Term Loans of a given Class shall be due and payable on the Initial Term Loan Maturity Date, the aggregate unpaid principal amount Date for such Class of all Initial Term Loans on such dateLoans, together with accrued and unpaid interest on the principal amount to be paid to but excluding such date. For the avoidance of doubt the aggregate principal amount of the Loans extended on the draw date thereof shall be the face amount of such Loans without giving effect to any upfront fees or OID. (ii) The Borrower shall pay to the Administrative Agent, for the account of the Incremental Term Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Incremental Term Loans (as adjusted from time to time pursuant to Sections 2.11(b), 2.12 and 2.13(f)) equal to the amount set forth for such date in the applicable Incremental Loan Assumption Agreement, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. The Repayment Dates of Loans of an Extended Class and Refinancing Loans shall be set forth in the applicable Extension Amendment or Refinancing Amendment. (iiic) The Borrower shall repay to the Administrative Agent in US Dollars for the ratable account of the Appropriate US Revolving Lenders with outstanding US Revolving Loans under a given Class on the Revolving Credit Maturity Date for any such Class of US Revolving Credit Commitments the aggregate outstanding principal amount of all Revolving Credit Loans made in respect of such Revolving Credit Commitments. (iv) The Borrower shall repay the aggregate principal amount of each Swing Line Loan the US Revolving Loans under such Class and outstanding on such date. The Borrower shall repay to the Administrative Agent in the Applicable Currency for the ratable account of the Multicurrency Revolving Lenders with outstanding Multicurrency Revolving Loans under a given Class on the earlier to occur of (A) the date five (5) Business Days after such Loan is made, (B) the Latest Revolving Credit Maturity Date for such Class of Multicurrency Revolving Loans the Participating aggregate principal amount of the Multicurrency Revolving Credit Commitments and Loans outstanding on such date. (Cd) the date a Revolving Credit Loan is made to the Borrower All repayments pursuant to this Section 2.01(b)(i); provided that such repayment may 2.11 shall be made from the proceeds of a Revolving Credit Borrowingsubject to Section 2.17, but shall otherwise be without premium or penalty.

Repayment of Borrowings. (a) (i) The Borrower shall pay to the Administrative Agent, for the account of the Lenders (A) on April 15th , July 15th, October 15th and January 15th of each year (each such date being called a “Repayment Date”), commencing with the first such date occurring during the first full fiscal quarter following the Closing Date, and on each such date thereafter through the Initial Term Loan Maturity Date provided that if such day is not a Business Day, the Repayment Date shall be the next succeeding Business Day, amortization installments equal to 0.25% of the aggregate principal amount of such Initial Term Loans extended to the Borrower on the drawing date thereof; as adjusted from time to time pursuant to Sections 2.11(b), 2.12, 2.13(f) and 2.22(cd2.22(d), and which payments shall be further reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.12 and (B) on the Initial Term Loan Maturity Date, the aggregate unpaid principal amount of all Initial Term Loans on such date, together with accrued and unpaid interest on the principal amount to be paid to but excluding such date. For the avoidance of doubt the aggregate principal amount of the Loans extended on the draw date thereof shall be the face amount of such Loans without giving effect to any upfront fees or OID. (ii) The Borrower shall pay to the Administrative Agent, for the account of the Incremental Term Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Incremental Term Loans (as adjusted from time to time pursuant to Sections 2.11(b), 2.12 and 2.13(f)) equal to the amount set forth for such date in the applicable Incremental Loan Assumption Agreement, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. The Repayment Dates of Loans of an Extended Class and Refinancing Loans shall be set forth in the applicable Extension Amendment or Refinancing Amendment. (iii) The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for any Class of Revolving Credit Commitments the aggregate outstanding principal amount of all Revolving Credit Loans made in respect of such Revolving Credit Commitments. (iv) The Borrower shall repay the aggregate principal amount of each Swing Line Loan on the earlier to occur of (A) the date five (5) Business Days after such Loan is made, (B) the Latest Maturity Date for the Participating Revolving Credit Commitments and (C) the date a Revolving Credit Loan is made to the Borrower pursuant to Section 2.01(b)(i); provided that such repayment may be made from the proceeds of a Revolving Credit Borrowing. (b) In the event and on each occasion that the Incremental Term Loan Commitments shall be reduced or shall expire or terminate other than as a result of the making of an Incremental Term Loan, the installments payable on each Incremental Term Repayment Date (to the extent such instalments were set forth in the applicable Incremental Loan Assumption Agreement as a fixed dollar amount) shall be reduced pro rata by an aggregate amount equal to the amount of such reduction, expiration or termination. (c) To the extent not previously paid, all Initial Loans, Incremental Loans and Loans of an Extended Class shall be due and payable on their respective Maturity Date, the Incremental Loan Maturity Date and the maturity date of the Loans of such Extended Class, respectively, together with accrued and unpaid interest on the principal amount to be paid to but excluding the date of payment. (d) All repayments pursuant to this Section 2.11 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.

Repayment of Borrowings. (a) (i) The Borrower shall pay to the Administrative Agent, for the account of the Lenders (A) on April 15th , July 15th, October 15th and January 15th of each year (each such date being called a “Repayment Date”), commencing with the first such date occurring during the first full fiscal quarter following the Closing Date, and on each such date thereafter through the Initial Term Loan Maturity Date provided that if such day is not a Business Day, the Repayment Date shall be the next succeeding Business Day, amortization installments equal to 0.25% of the aggregate principal amount of such Initial Term Loans extended to the Borrower on the drawing date thereof; as adjusted from time to time pursuant to Sections 2.11(b), 2.12, 2.13(f) and 2.22(cd2.22(c), and which payments shall be further reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.12 and (B) on the Initial Term Loan Maturity Date, the aggregate unpaid principal amount of all Initial Term Loans on such date, together with accrued and unpaid interest on the principal amount to be paid to but excluding such date. For the avoidance of doubt the aggregate principal amount of the Loans extended on the draw date thereof shall be the face amount of such Loans without giving effect to any upfront fees or OID. (ii) The Borrower shall pay to the Administrative Agent, for the account of the Incremental Term Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Incremental Term Loans (as adjusted from time to time pursuant to Sections 2.11(b), 2.12 and 2.13(f)) equal to the amount set forth for such date in the applicable Incremental Loan Assumption Agreement, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. The Repayment Dates of Loans of an Extended Class and Refinancing Loans shall be set forth in the applicable Extension Amendment or Refinancing Amendment. (iii) The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for any Class of Revolving Credit Commitments the aggregate outstanding principal amount of all Revolving Credit Loans made in respect of such Revolving Credit Commitments. (iv) The Borrower shall repay the aggregate principal amount of each Swing Line Loan on the earlier to occur of (A) the date five (5) Business Days after such Loan is made, (B) the Latest Maturity Date for the Participating Revolving Credit Commitments and (C) the date a Revolving Credit Loan is made to the Borrower pursuant to Section 2.01(b)(i); provided that such repayment may be made from the proceeds of a Revolving Credit Borrowing. (b) In the event and on each occasion that the Incremental Term Loan Commitments shall be reduced or shall expire or terminate other than as a result of the making of an Incremental Term Loan, the installments payable on each Incremental Term Repayment Date (to the extent such instalments were set forth in the applicable Incremental Loan Assumption Agreement as a fixed dollar amount) shall be reduced pro rata by an aggregate amount equal to the amount of such reduction, expiration or termination. (c) To the extent not previously paid, all Initial Loans, Incremental Loans and Loans of an Extended Class shall be due and payable on their respective Maturity Date, the Incremental Loan Maturity Date and the maturity date of the Loans of such Extended Class, respectively, together with accrued and unpaid interest on the principal amount to be paid to but excluding the date of payment. (d) All repayments pursuant to this Section 2.11 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.

Repayment of Borrowings. (a) Subject to Section 3.08(d)(ii), and upon the terms and subject to the conditions of this Section 3.07, the Co-Issuers, at the direction of the Collateral Manager, shall have the right to prepay Borrowings, in whole or in part, on the Class A-1R Notes (each a "Class A-1R Prepayment") on any date that is a Business Day during the Reinvestment Period; provided that (x) no Class A-1R Prepayment shall be made during the period from (but excluding) any Determination Date to (but excluding) the related Payment Date and (y) no Class A-1R Prepayment shall be made on a date other than a Payment Date unless all previously incurred and unpaid Breakage Costs have been paid in full and the Collateral Manager reasonably believes that any Breakage Costs incurred in connection with the current Class A-1R Prepayment will be paid on the immediately succeeding Payment Date. Any Class A-1R Prepayment shall be limited in amount to the Principal Proceeds on deposit in the Collection Account on the date of the Class A-1R Prepayment for such application. (ib) The Borrower aggregate principal amount of any Class A-1R Prepayment (taken as a whole) shall pay be an integral multiple of U.S.$100,000 and at least U.S.$1,000,000, unless otherwise agreed to, in writing (which includes via email) by all of the Class A-1R Noteholders (or, if the Aggregate Outstanding Amount of the Class A-1R Notes is less than such amount, the entire Aggregate Outstanding Amount of the Class A-1R Notes). Any Class A-1R Prepayment shall be made pro rata according to the Administrative Agent, for the account Aggregate Outstanding Amount of the Lenders Class A-1R Notes. (Ac) on April 15th In order to effect a Class A-1R Prepayment, July 15th, October 15th and January 15th of each year the Collateral Manager shall give not fewer than three Business Days’ notice (each such date being called a “Repayment Date”), commencing with the first such date occurring during the first full fiscal quarter following the Closing Date, and on each such date thereafter through the Initial Term Loan Maturity Date provided that if such day is not a Business Day, the Repayment Date "Class A-1R Prepayment Notice Date") thereof in the form attached hereto as Exhibit C to the Trustee, the Co-Issuers and the Class A-1R Note Agent. Such notice shall be specify the next succeeding Business DayDay on which such Class A-1R Prepayment shall occur, amortization installments equal to 0.25% of the aggregate principal amount of such Initial Term Loans extended Class A-1R Prepayment (being a stated amount, subject to the Borrower limitation referred to above) and whether a draw made on the drawing date thereof; as adjusted from time Class A-1R Notes during the same Interest Accrual Period is being repaid. The Class A-1R Note Agent shall give a copy of such notice or other facsimile transmission to time pursuant each Holder of Class A-1R Notes at the Holder’s address in the Class A-1R Commitment Register. (d) After any such notice referred to Sections 2.11(b)in clause (c) is given, 2.12, 2.13(f) and 2.22(cd), and which payments the amount of such Class A-1R Prepayment shall be further reduced as a result payable by 10:00 a.m. on the date specified in such notice. (e) The amount of any Class A-1R Prepayment shall reduce the Aggregate Outstanding Amount of the application of prepayments in accordance with Class A-1R Notes and increase the order of priority set forth in Section 2.12 and Aggregate Undrawn Amount by a corresponding amount, but shall not reduce the Class A-1R Commitments. (Bf) on the Initial Term Loan Maturity Date, the aggregate unpaid principal amount of all Initial Term Loans on such date, together with accrued and unpaid Accrued interest on the principal amount to of the Class A-1R Notes so repaid in any Class A-1R Prepayment will be paid to but excluding such date. For the avoidance of doubt Class A-1R Noteholders at the aggregate principal amount of the Loans extended on the draw date thereof shall be the face amount time of such Loans without giving effect to any upfront fees or OIDClass A-1R Prepayment. (ii) The Borrower shall pay to the Administrative Agent, for the account of the Incremental Term Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Incremental Term Loans (as adjusted from time to time pursuant to Sections 2.11(b), 2.12 and 2.13(f)) equal to the amount set forth for such date in the applicable Incremental Loan Assumption Agreement, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. The Repayment Dates of Loans of an Extended Class and Refinancing Loans shall be set forth in the applicable Extension Amendment or Refinancing Amendment. (iii) The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for any Class of Revolving Credit Commitments the aggregate outstanding principal amount of all Revolving Credit Loans made in respect of such Revolving Credit Commitments. (iv) The Borrower shall repay the aggregate principal amount of each Swing Line Loan on the earlier to occur of (A) the date five (5) Business Days after such Loan is made, (B) the Latest Maturity Date for the Participating Revolving Credit Commitments and (C) the date a Revolving Credit Loan is made to the Borrower pursuant to Section 2.01(b)(i); provided that such repayment may be made from the proceeds of a Revolving Credit Borrowing.

Repayment of Borrowings. (a) (i) The Borrower shall pay to the Administrative Agent, for the account of the Lenders Lenders, on (Ai) on April 15th , July 15th, October 15th and January 15th the last Business Day of each year (each such date being called a “Repayment March, June, September and December occurring prior to the Maturity Date”), commencing with on the first such date occurring during the first full fiscal quarter following to occur after the Closing Date, and on each such date thereafter through the Initial Term Loan Maturity Date provided that if such day is not a Business Day, the Repayment Date shall be the next succeeding Business Day, amortization installments equal to 0.25% of the aggregate principal amount of such Initial Term the Loans extended to the Borrower on the drawing date thereof; (as adjusted from time to time pursuant to Sections 2.11(b), 2.12, 2.13(f2.12 and 2.13(g)) and 2.22(cd)equal to 0.25% of the aggregate principal amount of the Loans made on the Closing Date, and (ii) the Maturity Date, the remaining outstanding principal amount of the Loans, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment (each date on which payments principal of the Loans is required to be repaid under this Section 2.11(a) being referred to herein as a "Repayment Date"). (b) In the event and on each occasion that any Commitments shall be further reduced or shall expire or terminate other than as a result of the application making of prepayments in accordance with a Loan, the order installments payable on each Repayment Date shall be reduced pro rata by an aggregate amount equal to the amount of priority set forth in Section 2.12 such reduction, expiration or termination. (c) To the extent not previously paid, all Loans shall be due and (B) payable on the Initial Term Loan Maturity Date, the aggregate unpaid principal amount of all Initial Term Loans on such date, together with accrued and unpaid interest on the principal amount to be paid to but excluding such date. For the avoidance date of doubt the aggregate principal amount of the Loans extended on the draw date thereof shall be the face amount of such Loans without giving effect to any upfront fees or OIDpayment. (iid) The Borrower shall pay to the Administrative Agent, for the account of the Incremental Term Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Incremental Term Other Loans (as adjusted from time to time pursuant to Sections 2.11(b), 2.12 2.12(c) and 2.13(f2.13(g)) equal to the amount set forth for such date in the applicable Incremental Loan Assumption Agreement, together in each case with accrued and unpaid interest on the principal amount to be paid to to, but excluding excluding, the date of such payment. The Repayment Dates of Loans of an Extended Class and Refinancing Loans shall be set forth in the applicable Extension Amendment or Refinancing Amendment. (iiie) The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for any Class of Revolving Credit Commitments the aggregate outstanding principal amount of all Revolving Credit Loans made in respect of such Revolving Credit Commitments. (iv) The Borrower shall repay the aggregate principal amount of each Swing Line Loan on the earlier to occur of (A) the date five (5) Business Days after such Loan is made, (B) the Latest Maturity Date for the Participating Revolving Credit Commitments and (C) the date a Revolving Credit Loan is made to the Borrower All repayments pursuant to this Section 2.01(b)(i); provided that such repayment may 2.11 shall be made from the proceeds of a Revolving Credit Borrowingsubject to Section 2.16, but shall otherwise be without premium or penalty.

Repayment of Borrowings. (a) (i) The Borrower shall pay repay to the Administrative Agent, Agent for the ratable account of the applicable Term Lenders (A) on April 15th , July 15th, October 15th and January 15th the last Business Day of each year (each such date being called a “Repayment Date”)March, June, September and December, commencing with the first such date occurring during the first full fiscal quarter following the Closing Datelast Business Day of June 2014, and on each such date thereafter through the Initial Term Loan Maturity Date provided that if such day is not a Business Day, the Repayment Date shall be the next succeeding Business Day, amortization installments an aggregate principal amount equal to 0.25% of the aggregate principal amount of such Initial the Term Loans extended to the Borrower outstanding on the drawing date thereof; as adjusted from time to time pursuant to Sections 2.11(b), 2.12, 2.13(f) and 2.22(cd), and Closing Date (which payments shall be further reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.12 or 2.13, as applicable). To the extent not previously paid, all outstanding Term Loans shall be due and (B) payable on the Initial Term Loan Facility Maturity Date. (b) The Borrower hereby unconditionally promises to pay to each Revolving Lender, through the Administrative Agent, on the Revolving Facility Maturity Date, the aggregate unpaid principal amount of all Initial Term Loans on each then outstanding Revolving Loan made by such dateRevolving Lender, together with accrued and unpaid interest on the principal amount to be paid to but excluding such date. For the avoidance of doubt the aggregate principal amount of the Loans extended on the draw date thereof shall be the face amount of such Loans without giving effect to any upfront fees or OID. (ii) The Borrower shall pay to the Administrative Agent, for the account of the Incremental Term Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Incremental Term Loans (as adjusted from time to time pursuant to Sections 2.11(b), 2.12 and 2.13(f)) equal to the amount set forth for such date in the applicable Incremental Loan Assumption Agreement, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of payment, in the Currency in which such paymentRevolving Loan was originally borrowed. (c) The Borrower hereby unconditionally promises to pay to the Swingline Lender the then unpaid principal amount of each Swingline Loan made to the Borrower on the earlier of (i) ten Business Days after the making of such Swingline Loan and (ii) the Revolving Facility Maturity Date. The Repayment Dates On the date any Borrowing is made under the Revolving Commitments, the Borrower shall repay all Swingline Loans then outstanding. (d) In the event that any Incremental Term Loans are made, the Borrower shall repay Borrowings consisting of Incremental Term Loans of an Extended Class on the dates and Refinancing Loans shall be in the amounts set forth in the applicable Extension Amendment or Incremental Facility Amendment, and in the event that any Other Loans are made, the Borrower shall repay Borrowings consisting of Other Loans on the dates and in the amounts set forth in the applicable Refinancing Amendment. (iiie) The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for any Class of Revolving Credit Commitments the aggregate outstanding principal amount of all Revolving Credit Loans made in respect of such Revolving Credit Commitments. (iv) The Borrower shall repay the aggregate principal amount of each Swing Line Loan on the earlier to occur of (A) the date five (5) Business Days after such Loan is made, (B) the Latest Maturity Date for the Participating Revolving Credit Commitments and (C) the date a Revolving Credit Loan is made to the Borrower All repayments pursuant to this Section 2.01(b)(i); provided that such repayment may 2.11 shall be made from the proceeds of a Revolving Credit Borrowingsubject to Section 2.16, but shall otherwise be without any premium or penalty.

Repayment of Borrowings. (a) (i) The Borrower shall pay to the Administrative Agent, for the account of the Lenders (A) on April 15th , July 15th, October 15th and January 15th the last day of each year fiscal quarter of the Borrower (each such date being called a “Repayment Date”), commencing with the first such date occurring during on the first full fiscal quarter following the Closing Date, and on each such date a quarterly basis thereafter through the Initial Term Loan Maturity Date provided that if such day is not a Business Day, the Repayment Date shall be the next succeeding Business DayDate, amortization installments equal to 0.25% of the aggregate principal amount of such Initial Term Loans extended to the Borrower on the drawing date thereof; as adjusted from time to time pursuant to Sections 2.11(b), 2.12, 2.13(f) and 2.22(cd2.22(c), and which payments shall be further reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.12 and (B) on the Initial Term Loan Maturity Date, the aggregate unpaid principal amount of all Initial Term Loans on such date, together with accrued and unpaid interest on the principal amount to be paid to but excluding such date. For the avoidance of doubt the aggregate principal amount of the Loans extended on the draw date thereof shall be the face amount of such Loans without giving effect to any upfront fees or OIDoriginal issue discount. (ii) The Borrower shall pay to the Administrative Agent, for the account of the Incremental Term Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Incremental Term Other Loans (as adjusted from time to time pursuant to Sections 2.11(b), 2.12 and 2.13(f)) equal to the amount set forth for such date in the applicable Incremental Loan Assumption Agreement, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. The Repayment Dates of Loans of an Extended Class and Refinancing Loans shall be set forth in the applicable Extension Amendment or Refinancing Amendment. (iii) The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for any Class of Revolving Credit Commitments the aggregate outstanding principal amount of all Revolving Credit Loans made in respect of such Revolving Credit Commitments. (iv) The Borrower shall repay the aggregate principal amount of each Swing Line Loan on the earlier to occur of (A) the date five (5) Business Days after such Loan is made, made and (B) the Latest Maturity Date for the Participating Revolving Credit Commitments. (b) In the event and on each occasion that the Incremental Loan Commitments shall be reduced or shall expire or terminate other than as a result of the making of an Incremental Loan, the installments payable on each Incremental Repayment Date shall be reduced pro rata by an aggregate amount equal to the amount of such reduction, expiration or termination. (c) To the extent not previously paid, all Initial Loans, Other Loans and (C) Extended Term Loans shall be due and payable on their respective Maturity Date, the Incremental Loan Maturity Date and the maturity date of such Extended Term Loans, respectively, together with accrued and unpaid interest on the principal amount to be paid to but excluding the date a Revolving Credit Loan is made to the Borrower of payment. (d) All repayments pursuant to this Section 2.01(b)(i); provided that such repayment may 2.11 shall be made from the proceeds of a Revolving Credit Borrowingsubject to Section 2.16, but shall otherwise be without premium or penalty.

Repayment of Borrowings. (a) (i) The Each Borrower shall pay to the Administrative Agent, for the account of the Lenders (A) Term Lenders, on April 15th the last Business Day of each March, July 15thJune, October 15th September and January 15th December of each year (commencing on September 30, 2015), and on the Term Loan Maturity Date (each such date being called a “Repayment Date”), commencing with a principal amount of the first such date occurring during Term Loan (as adjusted from time to time pursuant to Sections 2.12 and 2.13(i)) equal to (A) in the first full fiscal quarter following the Closing Date, and on case of each such date thereafter through Repayment Date due prior to the Initial Term Loan Maturity Date provided that if such day is not a Business DayDate, the Repayment Date shall be the next succeeding Business Day, amortization installments an amount equal to 0.25% of the aggregate principal amount of such Initial the Term Loans extended Loan outstanding immediately prior to the Borrower on the drawing date thereof; as adjusted from time to time pursuant to Sections 2.11(b), 2.12, 2.13(f) and 2.22(cd), and which payments shall be further reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.12 first such scheduled Repayment Date and (B) in the case of such payment due on the Initial Term Loan Maturity Date, an amount equal to the then aggregate unpaid principal amount of all Initial Term Loans on such date, together with accrued and unpaid interest on the principal amount to be paid to but excluding such date. For the avoidance of doubt the aggregate principal amount of the Loans extended on the draw date thereof shall be the face amount of such Loans without giving effect to any upfront fees or OID. (ii) The Borrower shall pay to the Administrative Agent, for the account of the Incremental Term Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Incremental Term Loans (as adjusted from time to time pursuant to Sections 2.11(b), 2.12 and 2.13(f)) equal to the amount set forth for such date in the applicable Incremental Loan Assumption Agreementoutstanding, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. The Repayment Dates . (b) Payments for the account of Loans the New Term Loan Lenders of any New Term Loans, if any, shall be made in accordance with the applicable Incremental Facility Joinder Agreement for such Series and to the extent not previously paid, an Extended Class and Refinancing amount equal to the then unpaid principal amount of such Series of New Term Loans shall be set forth in the applicable Extension Amendment or Refinancing Amendment. (iii) The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders due and payable on the Term Loan Maturity Date for any Class of Revolving Credit Commitments the aggregate outstanding principal amount of all Revolving Credit Loans made in respect of such Revolving Credit CommitmentsNew Term Loans, together with accrued and unpaid interest on the principal amount to be paid to but excluding the date of payment. (ivc) The Borrower Payments for the account of the New Revolving Loan Lenders of any New Revolving Loans, if any, shall repay be made in accordance with the aggregate applicable Incremental Facility Joinder Agreement. (d) Payments for the account of the Extending Lenders of any Extended Term Loans, if any, shall be made in accordance with the applicable Extension Agreement and to the extent not previously paid, an amount equal to the then unpaid principal amount of each Swing Line Loan such Series of Extended Term Loans shall be due and payable on the earlier Term Loan Maturity Date in respect of such Extended Term Loans, together with accrued and unpaid interest on the principal amount to occur of (A) be paid to but excluding the date five of payment. (5e) Business Days after such Loan is made, (B) the Latest Maturity Date for the Participating Revolving Credit Commitments and (C) the date a Revolving Credit Loan is made to the Borrower All repayments pursuant to this Section 2.01(b)(i); provided that such repayment may 2.11 shall be made from the proceeds of a Revolving Credit Borrowingsubject to Section 2.16, but shall otherwise be without premium or penalty.

Repayment of Borrowings. (a) (i) The Borrower shall pay to the Administrative Agent, for the account of the Lenders (A) Lenders, on April 15th the dates set forth below, July 15thor if any such date is not a Business Day, October 15th and January 15th of each year on the next preceding Business Day (each such date being called a “Repayment Date”), commencing with the first such date occurring during the first full fiscal quarter following the Closing Date, and on each such date thereafter through the Initial Term Loan Maturity Date provided that if such day is not a Business Day, the Repayment Date shall be the next succeeding Business Day, amortization installments equal to 0.25% of the aggregate principal amount of such Initial Term the Loans extended to the Borrower on the drawing date thereof; (as amended or adjusted from time to time pursuant to Sections 2.11(a)(ii), 2.11(b), 2.12, 2.13(f) and 2.22(cd2.22(d), and which payments shall be further reduced as a result of ) equal to the application of prepayments in accordance with the order of priority amount set forth in Section 2.12 and (B) on the Initial Term Loan Maturity Date, the aggregate unpaid principal amount of all Initial Term Loans on below for such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such date. For payment: (ii) Upon the making of the Delayed Draw Term Loans, the amortization schedule set forth in Section 2.11(a)(i) above shall be automatically amended (and without any action on the part of any party hereto other than the Administrative Agent providing notice referred to below and making appropriate notations in its records) to increase the remaining scheduled installments set forth therein in such amount as is necessary to cause the Delayed Draw Term Loans to be entitled to scheduled amortization payments that represent the same percentage of the principal amount of such Delayed Draw Term Loans at the time of the initial Borrowing thereof as the amortization percentage that is applicable at such time to all Initial Term Loans outstanding immediately prior to such Borrowing of the Delayed Draw Term Loans (it being understood that (A) such amendment shall be effected upon written notice thereof by the Administrative Agent to the Borrower and (B) for the avoidance of doubt doubt, no such amendment shall result in a decrease in the aggregate principal amount of the Loans extended on the draw date thereof shall be the face amount of such Loans without giving effect amortization applicable to any upfront fees or OIDLender in respect of its Initial Term Loans outstanding immediately prior to such Borrowing of Delayed Draw Term Loans). (iiiii) The Borrower shall pay to the Administrative Agent, for the account of the Incremental Term Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Incremental Term Other Loans (as adjusted from time to time pursuant to Sections 2.11(b), 2.12 and 2.13(f)) equal to the amount set forth for such date in the applicable Incremental Loan Assumption Agreement, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. The Repayment Dates of Loans of an Extended Class and Refinancing Loans shall be set forth in the applicable Extension Amendment or Refinancing Amendment. (iii) The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for any Class of Revolving Credit Commitments the aggregate outstanding principal amount of all Revolving Credit Loans made in respect of such Revolving Credit Commitments. (iv) The Borrower shall repay pay to the aggregate Administrative Agent, for the account of the applicable Refinancing Lenders, on each applicable Refinancing Loan Repayment Date, a principal amount of the applicable Class of Refinancing Loans (as adjusted from time to time pursuant to Sections 2.11(b), 2.12 and 2.13(f)) equal to the amount set forth for such date in the applicable Refinancing Amendment, together in each Swing Line Loan case with accrued and unpaid interest on the earlier principal amount to occur of (A) be paid to but excluding the date five (5) Business Days after of such Loan is made, (B) the Latest Maturity Date for the Participating Revolving Credit Commitments and (C) the date a Revolving Credit Loan is made to the Borrower pursuant to Section 2.01(b)(i); provided that such repayment may be made from the proceeds of a Revolving Credit Borrowingpayment.

Repayment of Borrowings. (a) (i) The Borrower shall pay repay to the Administrative Agent, Agent for the ratable account of the applicable Term Lenders (A) on April 15th , July 15th, October 15th and January 15th the last Business Day of each year (each such date being called a “Repayment Date”)March, June, September and December, commencing with the first such date occurring during the first full fiscal quarter following the Closing Datelast Business Day of September 30, and on each such date thereafter through the Initial Term Loan Maturity Date provided that if such day is not a Business Day2017, the Repayment Date shall be the next succeeding Business Day, amortization installments an aggregate principal amount equal to 0.25% of the aggregate principal amount of such Initial the Term Loans extended to the Borrower outstanding on the drawing date thereof; as adjusted from time to time pursuant to Sections 2.11(b), 2.12, 2.13(f) and 2.22(cd), and Closing Date (which payments shall be further reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.12 or 2.13, as applicable). To the extent not previously paid, all outstanding Term Loans shall be due and (B) payable on the Initial Term Loan Facility Maturity Date. (b) The Borrower hereby unconditionally promises to pay to each Revolving Lender, through the Administrative Agent, on the Revolving Facility Maturity Date, the aggregate unpaid principal amount of all Initial Term Loans on each then outstanding Revolving Loan made by such dateRevolving Lender, together with accrued and unpaid interest on the principal amount to be paid to but excluding such date. For the avoidance of doubt the aggregate principal amount of the Loans extended on the draw date thereof shall be the face amount of such Loans without giving effect to any upfront fees or OID. (ii) The Borrower shall pay to the Administrative Agent, for the account of the Incremental Term Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Incremental Term Loans (as adjusted from time to time pursuant to Sections 2.11(b), 2.12 and 2.13(f)) equal to the amount set forth for such date in the applicable Incremental Loan Assumption Agreement, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of payment, in the Currency in which such paymentRevolving Loan was originally borrowed. (c) The Borrower hereby unconditionally promises to pay to the Swingline Lender the then unpaid principal amount of each Swingline Loan made to the Borrower on the earlier of (i) ten Business Days after the making of such Swingline Loan and (ii) the Revolving Facility Maturity Date. The Repayment Dates On the date any Borrowing is made under the Revolving Commitments, the Borrower shall repay all Swingline Loans then outstanding. (d) In the event that any Incremental Term Loans are made, the Borrower shall repay Borrowings consisting of Incremental Term Loans of an Extended Class on the dates and Refinancing Loans shall be in the amounts set forth in the applicable Extension Amendment or Incremental Facility Amendment, and in the event that any Other Loans are made, the Borrower shall repay Borrowings consisting of Other Loans on the dates and in the amounts set forth in the applicable Refinancing Amendment. (iiie) The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for any Class of Revolving Credit Commitments the aggregate outstanding principal amount of all Revolving Credit Loans made in respect of such Revolving Credit Commitments. (iv) The Borrower shall repay the aggregate principal amount of each Swing Line Loan on the earlier to occur of (A) the date five (5) Business Days after such Loan is made, (B) the Latest Maturity Date for the Participating Revolving Credit Commitments and (C) the date a Revolving Credit Loan is made to the Borrower All repayments pursuant to this Section 2.01(b)(i); provided that such repayment may 2.11 shall be made from the proceeds of a Revolving Credit Borrowingsubject to Section 2.16, but shall otherwise be without any premium or penalty.

Repayment of Borrowings. (a) (i) The Borrower shall pay repay to the Administrative Agent, Agent in US Dollars for the ratable account of the Lenders (Ax) each Initial Term Lender, on April 15th March 31, July 15thJune 30, October 15th September 30 and January 15th December 31 of each year (each such date being called a “Repayment Date”)year, commencing with on the first such date occurring during to occur at the first end of the second full fiscal quarter following ending after the Closing Effective Date, and on each such date thereafter through the Initial Term Loan Maturity Date provided that if such day is not a Business Day, the Repayment Date shall be the next succeeding Business Day, amortization installments an aggregate principal amount equal to 0.25% of the aggregate principal amount of such all Initial Term Loans extended to the Borrower outstanding on the drawing date thereofEffective Date and (y) each Incremental Term Loan Lender and each Other Term Loan Lender, the amortization amounts and on the dates set forth in the relevant Incremental Amendment or Refinancing Amendment, as applicable; as adjusted from time to time pursuant to Sections 2.11(b)provided, 2.12further, 2.13(fthat any payment under this Section 2.11(a)(x) and 2.22(cd), and which payments shall be further reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.12 2.12(b) and 2.13(f) and increased as a result of any increase in the amount of such Initial Term Loans pursuant to Section 2.26. WEIL:\96480003\20\34471.0013 (Bb) To the extent not previously paid, all Term Loans of a given Class shall be due and payable on the Initial Term Loan Maturity Date, the aggregate unpaid principal amount Date for such Class of all Initial Term Loans on such dateLoans, together with accrued and unpaid interest on the principal amount to be paid to but excluding such date. For the avoidance of doubt the aggregate principal amount of the Loans extended on the draw date thereof shall be the face amount of such Loans without giving effect to any upfront fees or OID. (ii) The Borrower shall pay to the Administrative Agent, for the account of the Incremental Term Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Incremental Term Loans (as adjusted from time to time pursuant to Sections 2.11(b), 2.12 and 2.13(f)) equal to the amount set forth for such date in the applicable Incremental Loan Assumption Agreement, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. The Repayment Dates of Loans of an Extended Class and Refinancing Loans shall be set forth in the applicable Extension Amendment or Refinancing Amendment. (iiic) The Borrower shall repay to the Administrative Agent in the Applicable Currency for the ratable account of the Appropriate Revolving Credit Lenders with outstanding Revolving Loans under a given Class on the Revolving Credit Maturity Date for any such Class of Revolving Credit Commitments the aggregate outstanding principal amount of all Revolving Credit Loans made in respect of such Revolving Credit Commitments. (iv) The Borrower shall repay the aggregate principal amount of each Swing Line Loan the Revolving Loans outstanding on the earlier to occur of such date. (Ad) the date five (5) Business Days after such Loan is made, (B) the Latest Maturity Date for the Participating Revolving Credit Commitments and (C) the date a Revolving Credit Loan is made to the Borrower All repayments pursuant to this Section 2.01(b)(i); provided that such repayment may 2.11 shall be made from the proceeds of a Revolving Credit Borrowingsubject to Section 2.17, but shall otherwise be without premium or penalty.

Repayment of Borrowings. (a) Subject to Section 3.08(d)(ii), and upon the terms and subject to the conditions of this Section 3.07, the Co-Issuers, at the direction of the Collateral Manager, shall have the right to prepay Borrowings, in whole or in part, on the Class A-1R Notes (each a "Class A-1R Prepayment") on any date that is a Business Day during the Reinvestment Period; provided that (x) no Class A-1R Prepayment shall be made during the period from (but excluding) any Determination Date to (but excluding) the related Payment Date and (y) no Class A-1R Prepayment shall be made on a date other than a Payment Date unless all previously incurred and unpaid Breakage Costs have been paid in full and the Collateral Manager reasonably believes that any Breakage Costs incurred in connection with the current Class A-1R Prepayment will be paid on the immediately succeeding Payment Date. Any Class A-1R Prepayment shall be limited in amount to the Principal Proceeds on deposit in the Collection Account on the date of the Class A-1R Prepayment for such application. (ib) The Borrower aggregate principal amount of any Class A-1R Prepayment (taken as a whole) shall pay be at least U.S.$1,000,000 (and integral multiples of U.S. $1,000 in excess thereof), unless otherwise agreed to, in writing (which includes via email) by all of the Class A-1R Noteholders (or, if the Aggregate Outstanding Amount of the Class A-1R Notes is less than such amount, the entire Aggregate Outstanding Amount of the Class A-1R Notes). Any Class A-1R Prepayment shall be made pro rata according to the Administrative Agent, for the account Aggregate Outstanding Amount of the Lenders Class A-1R Notes. (Ac) on April 15th In order to effect a Class A-1R Prepayment, July 15th, October 15th and January 15th of each year the Collateral Manager shall give not fewer than three Business Days' notice (each such date being called a “Repayment Date”), commencing with the first such date occurring during the first full fiscal quarter following the Closing Date, and on each such date thereafter through the Initial Term Loan Maturity Date provided that if such day is not a Business Day, the Repayment Date "Class A-1R Prepayment Notice Date") thereof in the form attached hereto as Exhibit C to the Trustee, the Co-Issuers and the Class A-1R Note Agent. Such notice shall be specify the next succeeding Business DayDay on which such Class A-1R Prepayment shall occur, amortization installments equal to 0.25% of the aggregate principal amount of such Initial Term Loans extended Class A-1R Prepayment (being a stated amount, subject to the Borrower limitation referred to above) and whether a draw made on the drawing date thereof; as adjusted from time Class A-1R Notes during the same Interest Accrual Period is being repaid. The Class A-1R Note Agent shall give a copy of such notice or other facsimile transmission to time pursuant each Holder of Class A-1R Notes at the Holder's address in the Class A-1R Commitment Register. (d) After any such notice referred to Sections 2.11(b)in clause (c) is given, 2.12, 2.13(f) and 2.22(cd), and which payments the amount of such Class A-1R Prepayment shall be further reduced as a result payable by 10:00 a.m. on the date specified in such notice. (e) The amount of any Class A-1R Prepayment shall reduce the Aggregate Outstanding Amount of the application of prepayments in accordance with Class A-1R Notes and increase the order of priority set forth in Section 2.12 and Aggregate Undrawn Amount by a corresponding amount, but shall not reduce the Class A-1R Commitments. (Bf) on the Initial Term Loan Maturity Date, the aggregate unpaid principal amount of all Initial Term Loans on such date, together with accrued and unpaid Accrued interest on the principal amount to of the Class A-1R Notes so repaid in any Class A-1R Prepayment will be paid to but excluding such date. For the avoidance of doubt Class A-1R Noteholders at the aggregate principal amount of the Loans extended on the draw date thereof shall be the face amount time of such Loans without giving effect to any upfront fees or OIDClass A-1R Prepayment. (ii) The Borrower shall pay to the Administrative Agent, for the account of the Incremental Term Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Incremental Term Loans (as adjusted from time to time pursuant to Sections 2.11(b), 2.12 and 2.13(f)) equal to the amount set forth for such date in the applicable Incremental Loan Assumption Agreement, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. The Repayment Dates of Loans of an Extended Class and Refinancing Loans shall be set forth in the applicable Extension Amendment or Refinancing Amendment. (iii) The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for any Class of Revolving Credit Commitments the aggregate outstanding principal amount of all Revolving Credit Loans made in respect of such Revolving Credit Commitments. (iv) The Borrower shall repay the aggregate principal amount of each Swing Line Loan on the earlier to occur of (A) the date five (5) Business Days after such Loan is made, (B) the Latest Maturity Date for the Participating Revolving Credit Commitments and (C) the date a Revolving Credit Loan is made to the Borrower pursuant to Section 2.01(b)(i); provided that such repayment may be made from the proceeds of a Revolving Credit Borrowing.

Repayment of Borrowings. (a) Subject to Section 3.08(d)(ii), and upon the terms and subject to the conditions of this Section 3.07, the Co-Issuers, at the direction of the Collateral Manager, shall have the right to prepay Borrowings, in whole or in part, on the Class A-1R Notes (each a "Class A-1R Prepayment") on any date that is a Business Day during the ReinvestmentRevolving Period; provided that (x) no Class A-1R Prepayment shall be made during the period from (but excluding) any Determination Date to (but excluding) the related Payment Date and, (y) no Class A-1R Prepayment shall be made on a date other than a Payment Date unless all previously incurred and unpaid Breakage Costs have been paid in full and the Collateral Manager reasonably believes that any Breakage Costs incurred in connection with the current Class A-1R Prepayment will be paid on the immediately succeeding Payment Date and (z) the Termed-Out Class A-1R Notes are not subject to prepayment pursuant to this Section 3.07. Any Class A-1R Prepayment shall be limited in amount to the Principal Proceeds on deposit in the Collection Account on the date of the Class A-1R Prepayment for such application. (ib) The Borrower aggregate principal amount of any Class A-1R Prepayment (taken as a whole) shall pay be at least U.S.$1,000,000 (and integral multiples of U.S. $1,000 in excess thereof), unless otherwise agreed to, in writing (which includes via email) by all of the Class A-1R Noteholders (or, if the Aggregate Outstanding Amount of the Class A-1R Notes is less than such amount, the entire Aggregate Outstanding Amount of the Class A-1R Notes). Any Class A-1R Prepayment shall be made pro rata according to the Administrative Agent, for the account Aggregate Outstanding Amount of the Lenders Class A-1R Notes (Aexcluding any Termed-Out Class A-1R Notes). (c) on April 15th In order to effect a Class A-1R Prepayment, July 15th, October 15th and January 15th of each year the Collateral Manager shall give not fewer than three Business Days' notice (each such date being called a “Repayment Date”), commencing with the first such date occurring during the first full fiscal quarter following the Closing Date, and on each such date thereafter through the Initial Term Loan Maturity Date provided that if such day is not a Business Day, the Repayment Date "Class A-1R Prepayment Notice Date") thereof in the form attached hereto as Exhibit C to the Trustee, the Co-Issuers and the Class A-1R Note Agent. Such notice shall be specify the next succeeding Business DayDay on which such Class A-1R Prepayment shall occur, amortization installments equal to 0.25% of the aggregate principal amount of such Initial Term Loans extended Class A-1R Prepayment (being a stated amount, subject to the Borrower limitation referred to above) and whether a draw made on the drawing date thereof; as adjusted from time Class A-1R Notes during the same Interest Accrual Period is being repaid. The Class A-1R Note Agent shall give a copy of such notice or other facsimile transmission to time pursuant each Holder of Class A-1R Notes at the Holder's address in the Class A-1R Commitment Register. (d) After any such notice referred to Sections 2.11(b)in clause (c) is given, 2.12, 2.13(f) and 2.22(cd), and which payments the amount of such Class A-1R Prepayment shall be further reduced as a result payable by 10:00 a.m. on the date specified in such notice. (e) The amount of any Class A-1R Prepayment shall reduce the Aggregate Outstanding Amount of the application of prepayments in accordance with Class A-1R Notes and increase the order of priority set forth in Section 2.12 and Aggregate Undrawn Amount by a corresponding amount, but shall not reduce the Class A-1R Commitments. (Bf) on the Initial Term Loan Maturity Date, the aggregate unpaid principal amount of all Initial Term Loans on such date, together with accrued and unpaid Accrued interest on the principal amount to of the Class A-1R Notes so repaid in any Class A-1R Prepayment will be paid to but excluding such date. For the avoidance of doubt applicable Class A-1R Noteholders at the aggregate principal amount of the Loans extended on the draw date thereof shall be the face amount time of such Loans without giving effect to any upfront fees or OIDClass A-1R Prepayment. (ii) The Borrower shall pay to the Administrative Agent, for the account of the Incremental Term Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Incremental Term Loans (as adjusted from time to time pursuant to Sections 2.11(b), 2.12 and 2.13(f)) equal to the amount set forth for such date in the applicable Incremental Loan Assumption Agreement, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. The Repayment Dates of Loans of an Extended Class and Refinancing Loans shall be set forth in the applicable Extension Amendment or Refinancing Amendment. (iii) The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for any Class of Revolving Credit Commitments the aggregate outstanding principal amount of all Revolving Credit Loans made in respect of such Revolving Credit Commitments. (iv) The Borrower shall repay the aggregate principal amount of each Swing Line Loan on the earlier to occur of (A) the date five (5) Business Days after such Loan is made, (B) the Latest Maturity Date for the Participating Revolving Credit Commitments and (C) the date a Revolving Credit Loan is made to the Borrower pursuant to Section 2.01(b)(i); provided that such repayment may be made from the proceeds of a Revolving Credit Borrowing.

Repayment of Borrowings. (a) (i) The Borrower shall pay to the Eurodollar Borrowing or an ABR Borrowing, (iii) if such notice requests a conversion, the date of Administrative Agent, for the account of the Lenders holding Initial Term Loans (A) on April 15th 15th, such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to July 15th, October 15th and January 15th Repayment or continued as a Eurodollar Borrowing, the Interest Period with respect thereto. If no Interest Date Period is specified in any such notice with respect `to any conversion to or continuation as a after the date that is the later of each year (each such date being called a “Repayment Date”), commencing with the first such date occurring during the first full fiscal quarter following the Closing Date and the Delayed Draw Funding Date, and on each Eurodollar Borrowing, each Borrower shall be deemed to have selected an Interest Period of one such date thereafter through the Initial Term Loan Maturity Date provided that if such day is not a s duration. The Administrative Agent shall advise the Lenders of any notice given pursuant Business Day, the Repayment Date shall be the next succeeding Business Day, amortization to this Section 2.10 converted or continued Borrowing. If the installments equal to 0.25% of the aggregate principal amount of such Initial Term Loans extended applicable Borrower shall not have given notice in accordance with this Section 2.10 to the Borrower continue outstanding on the drawing date thereofDelayed Draw Funding Date; as adjusted from time to time pursuant to Sections 2.11(bany Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in 2.12(b), 2.12, 2.13(f2.13(e) and 2.22(cd2.22(d), and which payments shall be further reduced as a result of the accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of application of prepayments in accordance with the order of priority set forth in Section 2.12 and the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), if a Eurodollar (B) on the Initial Term Loan Maturity Date, the aggregate unpaid principal amount of all Initial Borrowing, automatically be converted to an ABR Borrowing effective as of the expiration date Term Loans on such date, together with accrued and unpaid interest on the principal amount to be of such current Interest Period. paid to but excluding such date. For the avoidance of doubt the aggregate principal amount of the Loans extended on the draw date thereof shall be the face amount of such Loans without giving (c) Notwithstanding any other provision of this Agreement, it is understood and agreed effect to any upfront fees or OID. . Required Conversion Date may, in its discretion, elect to convert any then outstanding Initial Draw Term Loans that are (i) The repayment dates and amounts for any Incremental Loans, Loans of Eurodollar Loans to either (i) ABR Loans or (ii) The Borrower shall pay to the Administrative Agent, for the account of the Incremental Term Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Incremental Term Eurodollar Loans (as adjusted from time to time pursuant to Sections 2.11(b), 2.12 and 2.13(f)) equal to the amount set forth for such date in the applicable Incremental Loan Assumption Agreement, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. The Repayment Dates of Loans of having an Interest Period an Extended Class and or Refinancing Loans shall be set forth in the applicable Incremental designated by such Borrower, in each case regardless of whether such Required Conversion Date Loan Assumption Agreement, Extension Amendment or Refinancing Amendment. , is the last day of an Interest Period with respect to such Initial Draw Term Loans, and such subject to any limitations set forth, as applicable, in Sections 2.22, 2.23 or 2.24. Required Conversion Date shall constitute an Interest Payment Date with respect to all such outstanding Initial Draw Term Loans. On the Required Conversion Date, the Delayed Draw Term (iiiii) The applicable Borrower shall repay to the Administrative Agent for the Loans made on such date shall be allocated ratably to the then outstanding Borrowings of ABR ratable account of the Appropriate Lenders on the Maturity Date for any Class of Loans and Eurodollar Loans after giving effect to such conversion (based upon the relative amount Revolving Credit Commitments the aggregate outstanding principal amount of all that the aggregate principal amount of then outstanding Initial Draw Term Loans that are ABR Revolving Credit Loans made in respect of such Revolving Credit Commitments.. Loans or Eurodollar Loans, respectively, outstanding on such Required Conversion Date (after giving effect to such conversion) bears to the aggregate principal amount of Initial Draw Term (iviii) The applicable Borrower shall repay the aggregate principal amount of Loans outstanding on such Required Conversion Date), with the effect that: (A) the new Delayed each Swing Line Loan on the earlier to occur of (A) the date five (5) Business Days after Draw Term Loans allocated to Eurodollar Loans shall be added to (and thereafter be deemed to such Loan is made, (B) the Latest Maturity Date for the Participating Revolving Credit constitute a part of) such Eurodollar Loans, and be subject to the same Adjusted LIBO Rates and Commitments and (C) the date a Revolving Credit Loan is made to the such Borrower pursuant Interest Periods (in each case after giving effect to Section 2.01(b)(i); provided that such repayment conversion) as such Eurodollar Loans to 00 00 00000000_14 76797407_14 EU-DOCS\25892879.17 EU-DOCS\25892879.17 (A) The Borrower may be made from the time to time offer to make a Discounted proceeds of a Revolving Credit Borrowing.. Term Loan Prepayment by providing the Auction Manager with three (3) Business provided that (1) (b) To the extent not previously paid, all Initial Loans, Incremental Loans and Loans any such offer shall be made available, at the sole discretion of the Borrower, to (x) each of an Extended Class shall be due and payable on their respective Maturity Date, the Incremental Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on Loan Maturity Date and the maturity date of the Loans of such Extended Class, respectively, an individual Class basis (but in any event such prepayment need not be pro rata among together with accrued and unpaid interest on the principal amount to be paid to but excluding the all Classes), (2) any such offer shall specify the aggregate principal amount offered to date of payment. Specified Discount Prepayment Amount applicable Class, the Class or Classes of Term Loans subject to such offer and the (c) All repayments pursuant to this Section 2.11 shall be subject to Section 2.16, but Specified Discount shall otherwise be without premium or penalty. be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different Classes of Term SECTION

Repayment of Borrowings. (a) (i) The Borrower shall pay to the Administrative Agent, for the account of the Lenders (A) on April 15th , July 15th, October 15th and January 15th the last dayBusiness Day of each year fiscal quarter of the Borrower (each such date being called a “Repayment Date”), commencing with the first such date occurring during on the first full fiscal quarter following the Closing Date, and on each such date a quarterly basis thereafter through the Initial Term Loan Maturity Date provided that if such day is not a Business Day, the Repayment Date shall be the next succeeding Business DayDate, amortization installments equal to 0.25% of the aggregate principal amount of such Initial Term Loans extended to the Borrower on the drawing date thereof; as adjusted from time to time pursuant to Sections 2.11(b), 2.12, 2.13(f) and 2.22(cd2.22(c), and which payments shall be further reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.12 and (B) on the Initial Term Loan Maturity Date, the aggregate unpaid principal amount of all Initial Term Loans on such date, together with accrued and unpaid interest on the principal amount to be paid to but excluding such date. For the avoidance of doubt the aggregate principal amount of the Loans extended on the draw date thereof shall be the face amount of such Loans without giving effect to any upfront fees or OIDoriginal issue discountOID. (ii) The Borrower shall pay to the Administrative Agent, for the account of the Incremental Term Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Incremental OtherIncremental Term Loans (as adjusted from time to time pursuant to Sections 2.11(b), 2.12 and 2.13(f)) equal to the amount set forth for such date in the applicable Incremental Loan Assumption Agreement, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. The Repayment Dates of Loans of an Extended Class and Refinancing Loans shall be set forth in the applicable Extension Amendment or Refinancing Amendment. (iii) The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for any Class of Revolving Credit Commitments the aggregate outstanding principal amount of all Revolving Credit Loans made in respect of such Revolving Credit Commitments. (iv) The Borrower shall repay the aggregate principal amount of each eachthe Swing Line Loan on the earlier to occur of (A) the date five (5) Business Days after such Loan is made, made and (B) the Latest Maturity Date for the Participating Revolving Credit Commitments and (C) the date a Revolving Credit Loan is made to the Borrower pursuant to Section 2.01(b)(i); provided that such repayment may be made from the proceeds of a Revolving Credit BorrowingCommitments.

Repayment of Borrowings. (a) (i) The Borrower shall pay to the Administrative Agent, for the account of the Lenders (A) Lenders, on April 15th the dates set forth below, July 15thor if any such date is not a Business Day, October 15th and January 15th of each year on the next preceding Business Day (each such date being called a “Repayment Date”), commencing with the first such date occurring during the first full fiscal quarter following the Closing Date, and on each such date thereafter through a principal amount of the Initial Term Loan Maturity Date provided that if such day is not a Business Day, the Repayment Date shall be the next succeeding Business Day, amortization installments equal to 0.25% of the aggregate principal amount of such Initial Term Loans extended to the Borrower on the drawing date thereof; (as amended or adjusted from time to time pursuant to Sections 2.11(b)2.11, 2.12, 2.13(f2.12(d) and 2.22(cd2.23(d), and which payments shall be further reduced as a result of ) equal to the application of prepayments in accordance with the order of priority amount set forth in Section 2.12 and (B) on the Initial Term Loan Maturity Date, the aggregate unpaid principal amount of all Initial Term Loans on below for such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such date. For the avoidance of doubt the aggregate payment: March 15, 2021 $18,750,000 Maturity Date Remaining unpaid principal amount of the Loans extended on the draw date thereof shall be the face amount of such Loans without giving effect to any upfront fees or OID.Initial Term Loans (iib) The Borrower shall pay to the Administrative Agent, for the account of the Incremental Term Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Incremental Term Loans (as adjusted from time to time pursuant to Sections 2.11(b)2.11, 2.12 2.12(f) and 2.13(f2.23(d)) equal to the amount set forth for such date in the applicable Incremental Loan Assumption Agreement, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. . (c) The Borrower shall pay to the Administrative Agent, for the account of the applicable Refinancing Lenders, on each applicable Refinancing Loan Repayment Dates Date, a principal amount of the applicable Class of Refinancing Loans (as adjusted from time to time pursuant to Sections 2.11, 2.12(f) and 2.23(d)) equal to the amount set forth for such date in the applicable Refinancing Amendment, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of an Extended Class such payment. (d) To the extent not previously paid, all Loans, Incremental Loans and Refinancing Loans shall be set forth in due and payable on the applicable Extension Amendment or Maturity Date, the Incremental Loan Maturity Date and the maturity date of such Refinancing AmendmentLoans, respectively, together with accrued and unpaid interest on the principal amount to be paid to but excluding the date of payment. (iiie) The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for any Class of Revolving Credit Commitments the aggregate outstanding principal amount of all Revolving Credit Loans made in respect of such Revolving Credit Commitments. (iv) The Borrower shall repay the aggregate principal amount of each Swing Line Loan on the earlier to occur of (A) the date five (5) Business Days after such Loan is made, (B) the Latest Maturity Date for the Participating Revolving Credit Commitments and (C) the date a Revolving Credit Loan is made to the Borrower All repayments pursuant to this Section 2.01(b)(i); provided that such repayment may 2.10 shall be made from the proceeds of a Revolving Credit Borrowingsubject to Section 2.15, but shall otherwise be without premium or penalty.

Repayment of Borrowings. (a) (i) The Each Borrower shall pay to the Administrative Agent, for the account of the Lenders (A) Term Lenders, on April 15th the last Business Day of each March, July 15thJune, October 15th September and January 15th December of each year (commencing on March 31, 2020), and on the Term Loan Maturity Date (each such date being called a “Repayment Date”), commencing with the first such date occurring during the first full fiscal quarter following the Closing Date, and on each such date thereafter through the Initial Term Loan Maturity Date provided that if such day is not a Business Day, the Repayment Date shall be the next succeeding Business Day, amortization installments equal to 0.25% of the aggregate principal amount of such Initial Term Loans extended to the Borrower on the drawing date thereof; as adjusted from time to time pursuant to Sections 2.11(b), 2.12, 2.13(f) and 2.22(cd), and which payments shall be further reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.12 and (B) on the Initial Term Loan Maturity Date, the aggregate unpaid principal amount of all Initial Term Loans on such date, together with accrued and unpaid interest on the principal amount to be paid to but excluding such date. For the avoidance of doubt the aggregate principal amount of the Loans extended on the draw date thereof shall be the face amount of such Loans without giving effect to any upfront fees or OID. (ii) The Borrower shall pay to the Administrative Agent, for the account of the Incremental Term Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Incremental Term Loans Loan (as adjusted from time to time pursuant to Sections 2.11(b), 2.12 and 2.13(f2.13(i)) equal to the amount set forth for such date (A) in the applicable Incremental case of each such Repayment Date due prior to the Term Loan Assumption AgreementMaturity Date, an amount equal to 1.25% of the aggregate principal amount of the Term Loan outstanding immediately prior to the first such scheduled Repayment Date and (B) in the case of such payment due on the Term Loan Maturity Date, an amount equal to the then aggregate unpaid principal amount of the Term Loan outstanding, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. The Repayment Dates . (b) Payments for the account of Loans the New Term Loan Lenders of any New Term Loans, if any, shall be made in accordance with the applicable Incremental Facility Joinder Agreement for such Series and to the extent not previously paid, an Extended Class and Refinancing amount equal to the then unpaid principal amount of such Series of New Term Loans shall be set forth in the applicable Extension Amendment or Refinancing Amendment. (iii) The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders due and payable on the Term Loan Maturity Date for any Class of Revolving Credit Commitments the aggregate outstanding principal amount of all Revolving Credit Loans made in respect of such Revolving Credit CommitmentsNew Term Loans, together with accrued and unpaid interest on the principal amount to be paid to but excluding the date of payment. (ivc) The Borrower Payments for the account of the New Revolving Loan Lenders of any New Revolving Loans, if any, shall repay be made in accordance with the aggregate applicable Incremental Facility Joinder Agreement. (d) Payments for the account of the Extending Lenders of any Extended Term Loans, if any, shall be made in accordance with the applicable Extension Agreement and to the extent not previously paid, an amount equal to the then unpaid principal amount of each Swing Line Loan such Series of Extended Term Loans shall be due and payable on the earlier Term Loan Maturity Date in respect of such Extended Term Loans, together with accrued and unpaid interest on the principal amount to occur of (A) be paid to but excluding the date five of payment. (5e) Business Days after such Loan is made, (B) the Latest Maturity Date for the Participating Revolving Credit Commitments and (C) the date a Revolving Credit Loan is made to the Borrower All repayments pursuant to this Section 2.01(b)(i); provided that such repayment may 2.11 shall be made from the proceeds of a Revolving Credit Borrowingsubject to Section 2.16, but shall otherwise be without premium or penalty.

Repayment of Borrowings. (a) (i) The Borrower shall pay to the Administrative Agent, for the account of the Lenders (A) Lenders, on April 15th the dates set forth below, July 15thor if any such date is not a Business Day, October 15th and January 15th of each year on the next preceding Business Day (each such date being called a “Repayment Date”), commencing with the first such date occurring during the first full fiscal quarter following the Closing Date, and on each such date thereafter through a principal amount of the Initial Term Loan Maturity Date provided that if such day is not a Business Day, the Repayment Date shall be the next succeeding Business Day, amortization installments equal to 0.25% of the aggregate principal amount of such Initial Term Loans extended to the Borrower on the drawing date thereof; (as amended or adjusted from time to time pursuant to Sections 2.11(b)2.11, 2.12, 2.13(f2.12(d) and 2.22(cd2.23(d), and which payments shall be further reduced as a result of ) equal to the application of prepayments in accordance with the order of priority amount set forth in Section 2.12 and (B) on the Initial Term Loan Maturity Date, the aggregate unpaid principal amount of all Initial Term Loans on below for such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such date. For the avoidance of doubt the aggregate payment: Maturity Date Remaining unpaid principal amount of the Loans extended on the draw date thereof shall be the face amount of such Loans without giving effect to any upfront fees or OID.Initial Term Loans (iib) The Borrower shall pay to the Administrative Agent, for the account of the Incremental Term Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Incremental Term Loans (as adjusted from time to time pursuant to Sections 2.11(b)2.11, 2.12 2.12(f) and 2.13(f2.23(d)) equal to the amount set forth for such date in the applicable Incremental Loan Assumption Agreement, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. . (c) The Borrower shall pay to the Administrative Agent, for the account of the applicable Refinancing Lenders, on each applicable Refinancing Loan Repayment Dates Date, a principal amount of the applicable Class of Refinancing Loans (as adjusted from time to time pursuant to Sections 2.11, 2.12(f) and 2.23(d)) equal to the amount set forth for such date in the applicable Refinancing Amendment, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of an Extended Class such payment. (d) To the extent not previously paid, all Loans, Incremental Loans and Refinancing Loans shall be set forth in due and payable on the applicable Extension Amendment or Maturity Date, the Incremental Loan Maturity Date and the maturity date of such Refinancing AmendmentLoans, respectively, together with accrued and unpaid interest on the principal amount to be paid to but excluding the date of payment. (iiie) The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for any Class of Revolving Credit Commitments the aggregate outstanding principal amount of all Revolving Credit Loans made in respect of such Revolving Credit Commitments. (iv) The Borrower shall repay the aggregate principal amount of each Swing Line Loan on the earlier to occur of (A) the date five (5) Business Days after such Loan is made, (B) the Latest Maturity Date for the Participating Revolving Credit Commitments and (C) the date a Revolving Credit Loan is made to the Borrower All repayments pursuant to this Section 2.01(b)(i); provided that such repayment may 2.10 shall be made from the proceeds of a Revolving Credit Borrowingsubject to Section 2.15, but shall otherwise be without premium or penalty.

Repayment of Borrowings. (a) (i) The Borrower shall pay to To the Administrative Agentextent not previously paid, for the account of the Lenders (A) on April 15th , July 15th, October 15th all Term Loans and January 15th of each year (each such date being called a “Repayment Date”), commencing with the first such date occurring during the first full fiscal quarter following the Closing Date, and on each such date thereafter through the Initial Term Loan Maturity Date provided that if such day is not a Business Day, the Repayment Date Notes shall be the next succeeding Business Day, amortization installments equal to 0.25% of the aggregate principal amount of such Initial Term Loans extended to the Borrower due and payable in full in cash on the drawing date thereof; as adjusted from time to time pursuant to Sections 2.11(b), 2.12, 2.13(f) and 2.22(cd), and which payments shall be further reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.12 and (B) on the Initial Term Loan Maturity Date, the aggregate unpaid principal amount of all Initial Term Loans on such daterespectively, together with accrued and unpaid interest on the principal amount to be paid to but excluding such date. For the avoidance of doubt the aggregate principal amount of the Loans extended on the draw date thereof shall be the face amount of such Loans without giving effect to any upfront fees or OID. (ii) The Borrower shall pay to the Administrative Agent, for the account of the Incremental Term Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Incremental Term Loans (as adjusted from time to time pursuant to Sections 2.11(b), 2.12 and 2.13(f)) equal to the amount set forth for such date in the applicable Incremental Loan Assumption Agreement, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. The Repayment Dates ; provided that any Acceptable Plan of Loans Reorganization (or any other plan of an Extended Class and Refinancing Loans shall be set forth reorganization in the applicable Extension Amendment Chapter 11 Cases that provides for equity to be issued pursuant to an equity rights offering or Refinancing Amendment. (iiisimilar arrangement and/or through the equitization of claims) The Borrower shall repay provide each DIP Creditor holding Tranche A Loans or Tranche A Notes with the right, exercisable prior to the Administrative Agent disclosure statement hearing for such plan, and established by and conditioned upon consummation thereof (which consummation, for the ratable account avoidance of doubt, shall occur only following approval by the Appropriate Lenders Bankruptcy Court), to subscribe for the purchase of equity in the reorganized Debtors on the Maturity Date for any Class effective date of Revolving Credit Commitments such plan at a price equivalent to the aggregate outstanding price established pursuant to the equity rights offering (or similar arrangement, as applicable) in connection therewith, and subject to the same dilution terms as such equity rights offering (or similar) shares, up to the principal amount of all Revolving Credit Loans made any Obligations then owing in respect of such Revolving Credit Commitments. (iv) The Borrower shall repay Tranche A Loans and/or Tranche A Notes held by such DIP Creditor, and with the aggregate principal amount of each Swing Line Loan purchase price for such equity to be satisfied on the earlier effective date of such plan by offset against repayment of the applicable portion of such Obligations; provided further that on the Maturity Date, any DIP Creditor may elect, pursuant to occur of (A) the date five (5) Business Days after such Loan is made, (B) the Latest Maturity Date for the Participating Revolving Credit Commitments and (C) the date a Revolving Credit Loan is made notice reasonably acceptable to the Borrower Administrative Agent, to offset the Obligations owed to it under the DIP Facility (including with respect to any Fees or Premiums but after any offset described in the preceding proviso) against any payment obligations it may have with respect to any equity rights offering or similar arrangement or agreement to be consummated pursuant to any Acceptable Plan of Reorganization on the Plan Effective Date or any other plan of reorganization. All repayments pursuant to this Section 2.01(b)(i); provided that such repayment may 2.11 shall be made from the proceeds of a Revolving Credit Borrowingsubject to Section 2.16.