Common use of Voluntary Prepayment Clause in Contracts

Voluntary Prepayment. So long as no Event of Default (as defined in Section 6(a)) hereof exists, but subject to the Holder’s conversion rights set forth herein, the Company may prepay any portion of the principal amount of this Note, any accrued and unpaid interest, and any other amounts due under this Note in accordance with this Section 2(d). The Holder may continue to convert the Note from the date the Optional Prepayment Notice (as defined below) is given until the date of the prepayment. If the Company exercises its right to prepay the Note, the Company shall deliver a notice of prepayment (an “Optional Prepayment Notice”) to the Holder of the Note at its registered address, which shall state: (1) that the Company is exercising its right to prepay the Note, and (2) the date of prepayment, which shall be not more than ten (10) days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Company at least one (1) Business Day prior to the Optional Prepayment Date. If the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 105% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x).

Voluntary Prepayment. So long as no Event (a) The Borrower shall, if it (or the Parent on its behalf) has given to the Agent not less than 3 Business Days’ prior written notice to that effect, repay an Advance in whole or in part (but if in part, in an amount that reduces the Euro Amount of Default (as defined in Section 6(a)the relevant Advance by a minimum amount of €1,000,000 and an integral multiple of €1,000,000) hereof exists, together with accrued interest on the amount repaid without premium or penalty but subject to the Holder’s conversion rights set forth hereinpayment of any Break Costs. (b) In the event of certain refusals by a Lender as provided in Clause 45.7 (Replacement of non-Instructing Group Lender) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Instructing Group, the Company may prepay any portion Borrower may, upon five Business Days’ written notice by an Authorised Representative of the principal amount Borrower to the Agent (which notice the Agent shall promptly transmit to each of this Notethe Lenders) repay all Outstandings, any together with accrued and unpaid interest, fees, and any other amounts due under this Note owing to such Lender (or owing to such Lender with respect to each Facility which gave rise to the need to obtain such Lender’s individual consent) in accordance with this Section 2(d). The Holder may continue with, and subject to convert the Note from requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as: (i) in the date the Optional Prepayment Notice (as defined below) is given until the date case of the prepayment. If the Company exercises its right repayment of Revolving Facility Outstandings of any Lender pursuant to prepay the Note, the Company shall deliver a notice of prepayment this paragraph (an “Optional Prepayment Notice”) to the Holder of the Note at its registered address, which shall state: (1) that the Company is exercising its right to prepay the Note, and (2) the date of prepayment, which shall be not more than ten (10) days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”b), the Company Revolving Facility Commitment of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall make payment be deemed modified to reflect the changed Revolving Facility Commitments); and (ii) in the case of the amounts designated below repayment of any Term Facility Outstandings of any Lender pursuant to or upon the order of the Holder as specified by the Holder in writing to the Company at least one this paragraph (1) Business Day prior to the Optional Prepayment Date. If the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Dateb), the Company shall make payment to the Holder Term Facility Commitment of an amount in cash equal to the sum of: such Lender (w) 105% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on ) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (xchanged Term Facility Commitments).

Voluntary Prepayment. So (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment of a Borrowing denominated in Dollars shall be in an amount that is an integral multiple of $500,000 and not less than £1,000,000, each partial prepayment of a Borrowing denominated in EUR shall be in an amount that is an integral multiple of €500,000 and not less than €1,000,000 and each partial payment of a Borrowing denominated in Sterling shall be in an amount that is an integral multiple of £500,000 and not less than £1,000,000 and (ii) at the Borrower’s election, such prepayment shall not, so long as no Event of Default (as defined in Section 6(a)) hereof then exists, but subject be applied to any Loan of a Defaulting Lender. (b) Each notice of prepayment shall specify the Holder’s conversion rights set forth hereinprepayment date, the Company Tranche being prepaid (which at the discretion of the Borrower may prepay any portion of be Initial Revolving Loans, 2020 Revolving Loans, Incremental Revolving Loans, Extended Revolving Loans or Specified Refinancing Loans and/or a combination thereof) and the principal amount of this Noteeach Borrowing (or portion thereof) to be prepaid, shall be irrevocable (provided that such notice may be conditioned on receiving the proceeds of any accrued refinancing or other transaction) and unpaid interest, and any other amounts due under this Note in accordance with this Section 2(d). The Holder may continue shall commit the Borrower to convert prepay such Borrowing by the Note from amount stated therein on the date the Optional Prepayment Notice (as defined below) stated therein; provided, however, that, if such prepayment is given until the date for all of the prepayment. If then outstanding Loans, then the Company exercises its right to prepay Borrower may revoke such notice and/or extend the Note, the Company shall deliver a notice of prepayment (an “Optional Prepayment Notice”) to the Holder of the Note at its registered address, which shall state: (1) that the Company is exercising its right to prepay the Note, and (2) the date of prepayment, which shall be by not more than ten five Business Days; provided, further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but shall otherwise be without premium or penalty. All prepayments under this Section 2.12 (10) days from other than prepayments of ABR Loans that are not made in connection with the date termination or permanent reduction of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company Commitments) shall make payment of the amounts designated below to or upon the order of the Holder as specified be accompanied by the Holder in writing to the Company at least one (1) Business Day prior to the Optional Prepayment Date. If the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 105% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to be prepaid to but excluding the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder date of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)payment.

Voluntary Prepayment. So long (a) The Borrower may, in accordance with Section 3.5 (Voluntary Prepayments) of the Common Terms Agreement and on not less than three (3) Business Days’ prior written notice to the Credit Facility Agent, prepay in whole or in part amounts outstanding under the Credit Facility Agreement, without penalty or premium (other than any Breakage Costs incurred as no Event of Default (as defined set forth in Section 6(a5.05 (Funding Losses)) hereof exists); provided, but that, each voluntary prepayment of Loans shall be in incremental multiples of $1,000,000. Such notice may be conditional and subject to the Holder’s conversion rights revocation as set forth hereinin Section 3.5(b) (Voluntary Prepayments) of the Common Terms Agreement. If any such notice is revoked in accordance with Section 3.5(b) (Voluntary Prepayments) of the Common Terms Agreement, the Company may prepay Borrower shall pay any portion Breakage Costs incurred by any Lender as a result of such notice and revocation, as set forth in Section 3.5(b) (Voluntary Prepayments) of the Common Terms Agreement. Prepayments of Working Capital Loans shall not result in any reduction in Working Capital Commitments, except to the extent prepaid in accordance with Sections 4.12(b)(ii), (iii) and (iv) (Mandatory Prepayment). (b) Except as set forth in Section 3.5(b) (Voluntary Prepayments) of the Common Terms Agreement, after the Borrower has delivered a notice of voluntary prepayment in accordance with Section 4.11(a) above, the prepayment date specified in the notice shall be deemed the due date for the principal amount of this Note(and the interest thereon) to be paid thereunder and should the Borrower fail to pay any such principal amount and/or interest and/or prepayment premium (if any), any accrued and unpaid interest, and any other amounts due under this Note in accordance with this Section 2(d). The Holder may continue to convert the Note from the date the Optional 3.6 (Prepayment Notice (as defined belowFees and Breakage Costs) is given until the date of the prepayment. If the Company exercises its right to prepay the NoteCommon Terms Agreement and Section 5.05 (Funding Losses) due on such date, the Company Borrower shall deliver a notice of prepayment pay interest on such overdue amounts in accordance with Section 4.07 (an “Optional Prepayment Notice”Post-Maturity Interest Rates; Default Interest Rates). (c) Pursuant to the Holder Section 3.7 (Pro Rata Payments) of the Note at its registered address, which shall state: Common Terms Agreement and Section 2.3(a)(i)(B) (1Payments and Prepayments) that of the Company is exercising its right to prepay the Note, Common Security and Account Agreement (i) any voluntary prepayment of Working Capital Loans or LC Loans may be made without a voluntary pro rata prepayment of Senior Debt under any other Senior Debt Instrument and (2) the date of prepayment, which shall be not more than ten (10) days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Company at least one (1) Business Day prior to the Optional Prepayment Date. If the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 105% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (yii) any other amounts due voluntary prepayment of Senior Debt under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder Senior Debt Instrument may be made without a voluntary pro rata prepayment of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)Working Capital Loans or LC Loans.

Voluntary Prepayment. So long as no Event (a) Each Borrower shall, if it (or the Parent on its behalf) has given to the Agent not less than 3 Business Days’ prior written notice to that effect, repay an Advance in whole or in part (but if in part, in an amount that reduces the Euro Amount of Default (as defined in Section 6(a)the relevant Advance by a minimum amount of €1,000,000 and an integral multiple of €1,000,000) hereof exists, together with accrued interest on the amount repaid without premium or penalty but subject to the Holder’s conversion rights set forth hereinpayment of any Break Costs. (b) In the event of certain refusals by a Lender as provided in Clause 45.7 (Replacement of non-Instructing Group Lender) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Instructing Group, the Company may prepay any portion relevant Borrower may, upon five Business Days’ written notice by an Authorised Representative of that Borrower to the Agent (which notice the Agent shall promptly transmit to each of the principal amount of this NoteLenders) repay all Outstandings, any together with accrued and unpaid interest, fees, and any other amounts due under this Note owing to such Lender (or owing to such Lender with respect to each Facility which gave rise to the need to obtain such Lender’s individual consent) in accordance with this Section 2(d). The Holder may continue with, and subject to convert the Note from requirements of, Clause 45.7 (Replacement of non-Instructing Group Lender) so long as: (i) in the date the Optional Prepayment Notice (as defined below) is given until the date case of the prepayment. If the Company exercises its right repayment of Revolving Facility Outstandings of any Lender pursuant to prepay the Note, the Company shall deliver a notice of prepayment this paragraph (an “Optional Prepayment Notice”) to the Holder of the Note at its registered address, which shall state: (1) that the Company is exercising its right to prepay the Note, and (2) the date of prepayment, which shall be not more than ten (10) days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”b), the Company Revolving Facility Commitment of such Lender (if any), is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall make payment be deemed modified to reflect the changed Revolving Facility Commitments); and (ii) in the case of the amounts designated below repayment of any Term Facility Outstandings of any Lender pursuant to or upon the order of the Holder as specified by the Holder in writing to the Company at least one this paragraph (1) Business Day prior to the Optional Prepayment Date. If the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Dateb), the Company shall make payment to the Holder Term Facility Commitment of an amount in cash equal to the sum of: such Lender (w) 105% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on ) is terminated concurrently with such repayment (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (xchanged Term Facility Commitments).

Voluntary Prepayment. So long as no Event of Default (as defined in Section 6(a)a) hereof exists, but subject The Borrower shall have the right at any time and from time to the Holder’s conversion rights set forth herein, the Company may time to prepay any portion Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of the principal amount of this NoteEurodollar Loans, any accrued and unpaid interest, and any other amounts due under this Note in accordance with this Section 2(d). The Holder may continue to convert the Note from the date the Optional Prepayment Notice or written or fax notice (as defined belowor telephone notice promptly confirmed by written or fax notice) is given until the date of the prepayment. If the Company exercises its right to prepay the Note, the Company shall deliver a notice of prepayment (an “Optional Prepayment Notice”) to the Holder of the Note at its registered address, which shall state: (1) that the Company is exercising its right to prepay the Note, and (2) the date of prepayment, which shall be not more than ten (10) days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Company at least one (1) Business Day prior to the Optional Prepayment Date. If date of prepayment in the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Datecase of ABR Loans, the Company shall make payment to the Holder of Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 in cash equal the case of a Term Borrowing. (b) Voluntary prepayments of any Class of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the applicable Class of Term Loans under Section 2.11 as may be specified by the Borrower, or if not so specified, in direct order of maturity; provided that such prepayments shall be allocated to the sum of: Tranche B Term Loans on a pro rata basis (wor on a greater than pro rata basis) 105% multiplied determined by reference to all Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Note Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding plus Loans, then the Borrower may (x) revoke such notice prior to the proposed date of prepayment and/or (y) extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder date of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)payment.

Voluntary Prepayment. So long as no Event of Default (as defined in Section 6(a)a) hereof exists, but subject The Borrower shall have the right at any time and from time to the Holder’s conversion rights set forth herein, the Company may time to prepay any portion Borrowing, in whole or in part, upon at least three (3) Business Days’ prior written or fax notice in the case of the principal amount of this NoteEurodollar Loans, any accrued and unpaid interest, and any other amounts due under this Note in accordance with this Section 2(d). The Holder may continue to convert the Note from the date the Optional Prepayment Notice (as defined below) is given until the date of the prepayment. If the Company exercises its right to prepay the Note, the Company shall deliver a or written or fax notice of prepayment (an “Optional Prepayment Notice”) to the Holder of the Note at its registered address, which shall state: (1) that the Company is exercising its right to prepay the Note, and (2) the date of prepayment, which shall be not more than ten (10) days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Company at least one (1) Business Day prior to the Optional Prepayment Date. If date of prepayment in the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Datecase of ABR Loans, the Company shall make payment to the Holder of Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) at the Borrower’s election in cash equal connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. Prepayments of Term Loans made pursuant to this Section 2.12(a) shall be applied to the sum of: remaining scheduled amortization payments relating to such Term Loans as elected by the Borrower. (wb) 105% multiplied by Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Note Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is contingent upon the successful issuance or incurrence of Indebtedness permitted by Section 6.01 to be issued or incurred or is for all of the then outstanding plus Loans, then the Borrower may revoke such notice and/or extend the prepayment date by not more than five (x5) Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder date of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)payment.

Voluntary Prepayment. So (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment of a Borrowing denominated in Dollars shall be in an amount that is an integral multiple of $500,000 and not less than £1,000,000, each partial prepayment of a Borrowing denominated in EUR shall be in an amount that is an integral multiple of €500,000 and not less than €1,000,000 and each partial payment of a Borrowing denominated in Sterling shall be in an amount that is an integral multiple of £500,000 and not less than £1,000,000 and (ii) at the Borrower’s election, such prepayment shall not, so long as no Event of Default (as defined in Section 6(a)) hereof then exists, but subject be applied to any Loan of a Defaulting Lender. (b) Each notice of prepayment shall specify the Holder’s conversion rights set forth hereinprepayment date, the Company Tranche being prepaid (which at the discretion of the Borrower may prepay any portion of be Initial Revolving Loans, Incremental Revolving Loans, Extended Revolving Loans or Specified Refinancing Loans and/or a combination thereof) and the principal amount of this Noteeach Borrowing (or portion thereof) to be prepaid, shall be irrevocable (provided that such notice may be conditioned on receiving the proceeds of any accrued refinancing or other transaction) and unpaid interest, and any other amounts due under this Note in accordance with this Section 2(d). The Holder may continue shall commit the Borrower to convert prepay such Borrowing by the Note from amount stated therein on the date the Optional Prepayment Notice (as defined below) stated therein; provided, however, that, if such prepayment is given until the date for all of the prepayment. If then outstanding Loans, then the Company exercises its right to prepay Borrower may revoke such notice and/or extend the Note, the Company shall deliver a notice of prepayment (an “Optional Prepayment Notice”) to the Holder of the Note at its registered address, which shall state: (1) that the Company is exercising its right to prepay the Note, and (2) the date of prepayment, which shall be by not more than ten five Business Days; provided, further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but shall otherwise be without premium or penalty. All prepayments under this Section 2.12 (10) days from other than prepayments of ABR Loans that are not made in connection with the date termination or permanent reduction of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company Commitments) shall make payment of the amounts designated below to or upon the order of the Holder as specified be accompanied by the Holder in writing to the Company at least one (1) Business Day prior to the Optional Prepayment Date. If the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 105% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to be prepaid to but excluding the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder date of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)payment.

Voluntary Prepayment. So long as (a) The Borrowers shall not repay, in whole or in part, any portion of the Principal Amount prior to the date that is eighteen (18) months after the Tranche 4 Funding Date (such period is the “No-Call Period”). (b) Subject to the rest of this Section 5.2, after the No-Call Period, from time to time the Borrowers may repay, in whole or in part, the then outstanding Principal Amount of this Note together with accrued and unpaid Interest and fees, provided that (i) the Company has notified the Purchasers in writing at least ninety (90) days prior to the proposed prepayment date (such ninety (90) day notice may be provided prior the expiration of the No-Call Period to enable a prepayment to occur at any time on or after the date that is eighteen (18) months after the Tranche 4 Funding Date, if the Purchasers have not otherwise restricted optional prepayment in accordance with the Operative Documents), (ii) no Event of Default exists on the date of such notice of prepayment or for the entire ninety (as defined in Section 6(a)90) hereof exists, but subject day period prior to the Holder’s conversion rights set forth herein, proposed prepayment date and (iii) the Company may prepay any portion Borrowers pay the Applicable Premium at the time of the principal amount such prepayment. For purposes of this Note, “Applicable Premium” means, with respect to any accrued and unpaid interestprepayment occurring before April 23, 2021 (if the Holder has consented in writing to such prepayment), five percent (5%) of the Principal Amount being repaid, and any other amounts due under this Note in accordance with this Section 2(d). The Holder may continue to convert the Note from the date the Optional Prepayment Notice thereafter, three percent (as defined below3%) is given until the date of the prepaymentPrincipal Amount being repaid. If the Company exercises its right to prepay the Note, the Company shall deliver a Each notice of prepayment (an “Optional Prepayment Notice”) shall include the proposed prepayment date and the Principal Amount, interest, fees and Applicable Premium to be paid on such prepayment date. Such prepayment will be paid by wire transfer of immediately available funds to the Holder of the Note at its registered address, which shall state: (1) that the Company is exercising its right to prepay the Note, and (2) the date of prepayment, which shall be not more than ten (10) days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the amounts account designated below to or upon the order of the Holder as specified by the Holder in writing to the Company at least one (1) Business Day prior to the Optional Prepayment Date. If the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 105% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)Holder.

Voluntary Prepayment. So long as no Event of Default (as defined in Section 6(a)i) hereof exists, but subject Borrower shall be entitled to repay the Holder’s conversion rights set forth herein, the Company may prepay any portion of the outstanding principal amount of this Note, the Loan in whole or in part at any accrued and unpaid interest, and any other amounts due under this Note in accordance with this Section 2(d). The Holder may continue time subject to convert satisfaction of the Note from the date the Optional Prepayment Notice following conditions precedent: (as defined belowa) is given until Borrower shall provide Administrative Agent written notice of the date of the prepayment. If the Company exercises its right prepayment and such notice shall have been received by Administrative Agent not later than 4:00 p.m. (Eastern time) at least three (3) Business Days prior to prepay the Note, the Company shall deliver a notice of prepayment (an “Optional Prepayment Notice”) to the Holder of the Note at its registered address, which shall state: (1) that the Company is exercising its right to prepay the Note, and (2) the date of prepayment, which shall be not more than ten (10) days from the date of the Optional Prepayment Notice. On the date fixed for such prepayment (the “Optional Prepayment Date”); and, the Company shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Company at least one date three (13) Business Day Days prior to the Optional Prepayment Date. If Date being referred to as the Company exercises its right to prepay the Note “Prepayment Notice Cut Off Time”), provided, however, that such notice may be revoked at any time within prior to the initial thirty date of prepayment specified in such notice; if such notice is revoked after the Prepayment Notice Cut Off Time or Borrower otherwise fails to make the prepayment in the amount and on the date specified in a notice that has not been revoked, then Borrower shall pay to Administrative Agent, for the account of the Lenders, promptly upon demand any amount due under Section 2.13 that would have been payable if the amount set forth in such notice had been prepaid on the date specified in such notice and, without limitation to the foregoing, Administrative Agent shall have the right to convert any such amount specified in any such notice which is a LIBOR Loan to a Base Rate Loan until such time as Borrower shall have selected the applicable rate for such portion of the Loan; (30b) days following Borrower, at the Original Issue Datetime of such prepayment, shall have paid to Administrative Agent, for the account of the Lenders, the Company Spread Maintenance Premium (if applicable; provided, that, no Spread Maintenance Premium or any other penalty or premium shall make payment to be due and payable in connection with a mandatory prepayment in connection with a condemnation or casualty at the Holder of an Property) and any amount in cash equal to the sum of: (w) 105% multiplied due under Section 2.13 incurred by the principal amount Lenders in connection with such prepayment; and (c) if an Interest Rate Protection Agreement is then in place, Borrower, at the time of the Note then outstanding plus (x) accrued such prepayment, shall have paid any and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any all early termination fees and other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment connection with such prepayment to the Holder of an amount in cash equal to the sum of: applicable counterparty (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Notecollectively, including Late “IRPA Termination Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x”).

Voluntary Prepayment. So long as no Event The Borrower shall have the right, upon giving the Lender not less than five (5) Banking Days' notice in writing, to prepay, without penalty or prepayment fee, part or all of Default (as defined the Loan, in Section 6(a)) hereof exists, but subject each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from the Borrower to the Holder’s conversion rights set forth hereinLender hereunder or pursuant to the other Security Documents and all interest accrued thereon, provided, that: (a) the Company giving of such notice by the Borrower will irrevocably commit the Borrower to prepay such amount as stated in such notice; (b) if the Borrower shall request consent to make such prepayment on a day other than the last day of an Interest Period the Borrower will pay, in addition to the amount to be prepaid, any such sum as may prepay any portion be payable to the Lender pursuant to Clause 10.1; (c) each such prepayment shall be in an amount of a Repayment Instalment or a whole multiple thereof or the balance of the principal amount of this Note, any accrued Loan and unpaid interest, and any other amounts due under this Note will be applied by the Lender in accordance with this Section 2(d). The Holder may continue to convert the Note from the date the Optional Prepayment Notice (as defined below) is given until the date or towards prepayment of the prepayment. If remaining Repayment Instalments in direct chronological order of maturity or in inverse chronological order of maturity, at the Company exercises its right to prepay the Note, the Company shall deliver a Borrower's option; (d) every notice of prepayment shall be effective only on actual receipt (an “Optional Prepayment Notice”including by fax) by the Lender, shall be irrevocable and shall oblige the Borrower to make such prepayment on the Holder of date specified; (e) no amount prepaid may be re-borrowed; and (f) the Note at its registered address, which shall state: (1) that the Company is exercising its right to Borrower may not prepay the NoteLoan or any part thereof, and (2) the date of prepayment, which shall be not more than ten (10) days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the amounts designated below to save as expressly provided in this Agreement or upon the order of the Holder as specified otherwise agreed by the Holder in writing to the Company at least one (1) Business Day prior to the Optional Prepayment Date. If the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 105% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)Lender.

Voluntary Prepayment. So long as no Event of Default (as defined in Section 6(a)a) hereof exists, but subject The Borrower shall have the right at any time and from time to the Holder’s conversion rights set forth herein, the Company may time to prepay any portion Borrowing, in whole or in part, upon at least three (3) Business Days’ prior written or fax notice (or telephonic notice promptly confirmed by written or fax notice) in the case of the principal amount of this NoteEurodollar Loans, any accrued and unpaid interest, and any other amounts due under this Note in accordance with this Section 2(d). The Holder may continue to convert the Note from the date the Optional Prepayment Notice or written or fax notice (as defined belowor telephonic notice promptly confirmed by written or fax notice) is given until the date of the prepayment. If the Company exercises its right to prepay the Note, the Company shall deliver a notice of prepayment (an “Optional Prepayment Notice”) to the Holder of the Note at its registered address, which shall state: (1) that the Company is exercising its right to prepay the Note, and (2) the date of prepayment, which shall be not more than ten (10) days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Company at least one (1) Business Day prior to the Optional Prepayment Date. If date of prepayment in the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Datecase of ABR Loans, the Company shall make payment to the Holder of Administrative Agent before 12:00 (noon), New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) at the Borrower’s election in cash equal connection with any prepayment of Revolving Loans pursuant to this Section 2.11(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. (b) Each Prepayment Notice shall specify the sum of: (w) 105% multiplied by prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Note Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is contingent upon the successful issuance or incurrence of Indebtedness permitted by Section 6.01 to be issued or incurred or is for all of the then outstanding plus Loans, then the Borrower may revoke such notice and/or extend the prepayment date by not more than five (x5) Business Days; provided, further, however, that the provisions of Section 2.15 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.11 shall be subject to Section 2.15. All prepayments under this Section 2.11 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder date of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)payment.

Voluntary Prepayment. So long as no Event of Default (as defined in Section 6(a)a) hereof exists, but subject Subject to the Holder’s conversion rights set forth hereinclause (d) below, the Company may Borrower shall have the right at any time and from time to time to prepay any portion Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of the principal amount of this NoteEurodollar Loans, any accrued and unpaid interest, and any other amounts due under this Note in accordance with this Section 2(d). The Holder may continue to convert the Note from the date the Optional Prepayment Notice or written or fax notice (as defined belowor telephone notice promptly confirmed by written or fax notice) is given until the date of the prepayment. If the Company exercises its right to prepay the Note, the Company shall deliver a notice of prepayment (an “Optional Prepayment Notice”) to the Holder of the Note at its registered address, which shall state: (1) that the Company is exercising its right to prepay the Note, and (2) the date of prepayment, which shall be not more than ten (10) days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Company at least one (1) Business Day prior to the Optional Prepayment Date. If date of prepayment in the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Datecase of ABR Loans, the Company shall make payment to the Holder of Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (b) Voluntary prepayments of Term Loans shall be applied pro rata against the remaining scheduled installments of principal due in cash equal to respect of the sum of: Term Loans under Section 2.11. (wc) 105% multiplied by Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Note Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding plus Loans, then the Borrower may revoke such notice and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (xother than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the Optional Prepayment Date plus date of payment. (yd) any other amounts due under If on or prior to the Note, including Late Fees, if any, on first anniversary of the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Funding Date, the Company Borrower (i) makes any voluntary prepayment of Term Loans (including in connection with any Repricing Transaction) or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall make payment pay to the Holder Administrative Agent, for the pro rata share of an each Lender in respect of the Term Loans, (A) in the case of clause (i), a prepayment premium of 1.00% of the amount of such Term Loans being prepaid and (B) in cash the case of clause (ii), a payment equal to 1.00% of the sum of: (w) 110% multiplied by the principal aggregate amount of the Note then Term Loans outstanding plus (x) accrued and unpaid interest on the principal amount immediately prior to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)such amendment.

Voluntary Prepayment. So long as no Event (a) Subject to the Subordination Agreement, the Notes are subject to prepayment at the option of Default the Company, in whole or in part. The Company shall give written notice of voluntary prepayment of this Note or any portion thereof to the Holder not less than five (as defined 5) Business Days prior to the date fixed for such prepayment. Such notice of voluntary prepayment shall be given in the manner specified in Section 6(a)) hereof exists, but subject 7.4 of the Note Purchase Agreement. Upon notice of prepayment being given by the Company to the Holder’s conversion rights set forth herein, the Company may prepay any portion of the principal amount of this Note, any accrued covenants and unpaid interest, and any other amounts due under this Note in accordance with this Section 2(d). The Holder may continue to convert the Note from the date the Optional Prepayment Notice (as defined below) is given until the date of the prepayment. If the Company exercises its right to prepay the Note, agrees that the Company shall deliver a notice of prepayment (an “Optional Prepayment Notice”) to the Holder of the Note at its registered addressprepay, which shall state: (1) that the Company is exercising its right to prepay the Note, and (2) the date of prepayment, which shall be not more than ten (10) days from the date of the Optional Prepayment Notice. On on the date fixed for prepayment (in the “Optional Prepayment Date”)notice therefor, this Note or the Company shall make payment of portion hereof so called for prepayment, at the amounts designated below to Principal Amount thereof or upon the order of the Holder as specified by the Holder in writing portion thereof so called for prepayment, together with interest accrued and unpaid thereon to the Company at least one (1) Business Day prior date fixed for such prepayment, together with costs and expenses including, without limitation, reasonable fees, charges and disbursements of counsel to the Optional Prepayment DateHolder. If Notwithstanding the Company exercises its right to prepay the Note above, at any time within prior to such prepayment by the initial thirty (30) days following the Original Issue DateCompany, the Company shall make payment Holder may elect to the Holder of an amount in cash equal to the sum of: (w) 105% multiplied by the principal amount convert all or any portion of the Note then outstanding plus (x) Principal Amount and accrued and unpaid interest due under this Note into Conversion Shares on the principal amount terms set forth in Section 4. (b) All prepayments under this Section 5 shall include payment of accrued interest on the Principal Amount so prepaid and shall be applied first to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Feespayment of default interest, if any, on the amounts referred then to in clauses (w) payment of accrued interest, then to all costs, expenses and (x). If the Company exercises its right to prepay indemnities payable under the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late FeesPurchase Agreement, if any, on and thereafter to principal, provided, however, each voluntary prepayment of less than the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the full outstanding principal amount balance of the Note then outstanding plus shall be in an aggregate Principal Amount of $10,000 or a whole multiple thereof. (xc) accrued and unpaid interest If more than one Note is outstanding, the amounts payable under this Section 5 upon an election by the Company to prepay shall be applied to the Notes pro rata based on the principal amount relative amounts outstanding under each of the Notes (subject to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to of the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount or any holder of the Note then outstanding plus (xother Notes to convert some or all of such Note(s) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (yas provided in Section 5(a) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (xabove).

Voluntary Prepayment. So long as no Event of Default (as defined in Section 6(a)a) hereof existsThe Borrower shall have the right at any time, but subject on not less than 20 Business Days’ prior notice to the Holder’s conversion rights set forth herein, the Company may NIB to prepay on any portion Interest Payment Date all or any part of the principal amount of this Note, any accrued and unpaid interest, and any other amounts due under this Note in accordance with this Section 2(d). The Holder may continue to convert the Note from the date the Optional Prepayment Notice (as defined below) is given until the date of the prepayment. If the Company exercises its right to prepay the Note, the Company shall deliver a notice of prepayment (an “Optional Prepayment Notice”) to the Holder of the Note at its registered address, which shall state: Senior Loans then outstanding; provided that: (1) that the Company is exercising its right Borrower shall pay to prepay NIB at the Note, same time all accrued interest and (2) the date of prepayment, which shall be not more than ten (10) days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the other amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Company at least one (1) Business Day prior to the Optional Prepayment Date. If the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 105% multiplied by payable on the principal amount of the Note then NIB Loan to be prepaid and all other amounts due hereunder in respect of such prepayment, including without limitation any unwinding costs, which may arise as provided under Section 3.14; and (2) in the case of a partial prepayment: (i) the USD Equivalent Amount of such prepayment shall be not less than $10,000,000 (and integral multiples of $5,000,000); (ii) the amount of such prepayment shall be applied and allocated as follows: (A) first to outstanding plus repayment instalments of the EBRD B Loan, in inverse order of maturity, until such time as the outstanding principal amount of the EBRD B Loan is reduced to zero (x0), and (B) accrued second, to the outstanding repayment instalments of the EBRD A Loan, NIB Loan and unpaid interest the EDC Loan, on a pro rata basis in proportion to the respective principal amounts outstanding immediately prior to such prepayments under the EBRD A Loan, the NIB Loan and the EDC Loan, in inverse order of maturity, provided that NIB at its sole discretion upon 10 Business Days’ written notice to the Borrower may require that such prepayment be allocated and applied instead between the NIB Loan and the Senior Loans provided by any other Senior Lender(s) that delivered a similar notice to the Borrower with a copy to NIB within such 10 Business Day period, such allocation to be made on a pro rata basis based on the principal amount amounts outstanding under the NIB Loan and such other Senior Loans immediately prior to such prepayment, in each case in inverse order of maturity. If NIB delivers such notice to the Optional Prepayment Date plus Borrower, the prepayment charge payable pursuant to Section 3.10(b) in respect of such prepayment shall be payable at the rate identified in Section 3.10(b)(ii) of the EBRD Loan Agreement. (y3) any other amounts due under Any such notice of prepayment by the Note, including Late Fees, if any, Borrower shall be irrevocable and binding on the amounts referred to in clauses (w) and (x). If Borrower and, upon delivery of such notice, the Company exercises its right Borrower shall be obligated to prepay the Note at any time from NIB Loan in accordance with the 31st day through terms thereof. (b) The Borrower shall pay to NIB on the 60th day following date of prepayment of the Original Issue Date, the Company shall make payment to the Holder NIB Loan under this Section 3.10 an administration charge equal to, (A) one per cent (1.0%) of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount NIB Loan to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Feesbe prepaid, if anythe prepayment occurs on or before 31 December 2004, on the amounts referred to in clauses or (wB) and one half of one percent (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder 0.5%) of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount NIB Loan to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Feesbe prepaid, if any, the prepayment occurs after 31 December 2004 but on the amounts referred to in clauses or before 31 December 2005; or (wC) and one eighth of one percent (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder 0.125%) of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on NIB Loan to be prepaid if the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note prepayment occurs at any time from after 31 December 2005. (c) The Borrower shall not prepay all or any part of the 121st day through NIB Loan except at the 180th day following times and the Original Issue Date, manner expressly provided for in this Agreement. (d) Amounts of the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied NIB Loan prepaid by the principal amount Borrower under this Section 3.10 may not be reborrowed and the commitment of NIB to make the Note then outstanding plus NIB Loan available hereunder shall be permanently reduced by such prepaid amounts. (xe) accrued Any prepayment under this Section 3.10 shall be made on a pro rata basis between the Tranche I NIB Loan and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)Tranche II NIB Loan.

Voluntary Prepayment. So long as no Event The Borrower shall have the right, to prepay without premium or penalty, part or all of Default (as defined the Loan in Section 6(a)) hereof exists, but subject each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from the Borrower to the Holder’s conversion rights set forth hereinLender hereunder or pursuant to the other Finance Documents and all interest accrued thereon, provided that: (a) the Company may prepay Lender shall have received from the Borrower not less than seven (7) Business Days’ prior notice in writing (which shall be irrevocable) of their intention to make such prepayment and specify the account and the date on which such prepayment is to be made; (b) any portion prepayment relating to the whole of the principal amount Loan may take place only on the last day of this Note, any accrued and unpaid interest, and any other amounts due under this Note in accordance with this Section 2(d). The Holder may continue an Interest Period; (c) each prepayment shall be equal to convert One hundred thousand Dollars ($100,000) or a whole multiple thereof or the Note from the date the Optional Prepayment Notice (as defined below) is given until the date balance of the prepayment. If Loan; (d) any prepayment of less than the Company exercises its right to prepay whole of the Note, Loan will be applied in or towards pro-rata reduction of the Company shall deliver a Balloon Instalment and the remaining Repayment Instalments; (e) every notice of prepayment shall be effective only on actual receipt by the Lender, shall be irrevocable and shall oblige the Borrower to make such prepayment on the date specified; (an “Optional Prepayment Notice”f) the Borrower have provided evidence satisfactory to the Holder Lender that any consent required by the Borrower or any Security Party in connection with the prepayment has been obtained and remains in force, and that any regulation relevant to this Agreement which affects the Borrower or any Security Party has been complied with; (g) no amount prepaid may be re-borrowed; and (h) the Borrower may not prepay the Loan or any part thereof save as expressly provided in this Agreement or as otherwise agreed by the Lender; Provided always that if the Borrower shall, subject always to Clause 4.2(a), make a prepayment on a Business Day other than the last day of an Interest Period in respect of the Note at its registered address, which shall state: (1) that the Company is exercising its right to prepay the Note, and (2) the date of prepayment, which shall be not more than ten (10) days from the date whole of the Optional Prepayment Notice. On Loan, it shall, in addition to the date fixed amount prepaid and accrued interest, pay to the Lender any amount which the Lender may certify is necessary to compensate the Lender for prepayment (any Break Costs incurred by the “Optional Prepayment Date”), the Company shall make payment Lender as a result of the amounts designated below to or upon the order making of the Holder as specified by the Holder prepayment in writing to the Company at least one (1) Business Day prior to the Optional Prepayment Date. If the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 105% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)question.

Voluntary Prepayment. So long as no Event of Default (as defined in Section 6(a)a) hereof exists, but subject The Borrower shall have the right at any time and from time to the Holder’s conversion rights set forth herein, the Company may time to prepay any portion Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of the principal amount of this NoteEurodollar Loans, any accrued and unpaid interest, and any other amounts due under this Note in accordance with this Section 2(d). The Holder may continue to convert the Note from the date the Optional Prepayment Notice or written or fax notice (as defined belowor telephone notice promptly confirmed by written or fax notice) is given until the date of the prepayment. If the Company exercises its right to prepay the Note, the Company shall deliver a notice of prepayment (an “Optional Prepayment Notice”) to the Holder of the Note at its registered address, which shall state: (1) that the Company is exercising its right to prepay the Note, and (2) the date of prepayment, which shall be not more than ten (10) days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Company at least one (1) Business Day prior to the Optional Prepayment Date. If date of prepayment in the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Datecase of ABR Loans, the Company shall make payment to the Holder of Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 in cash equal the case of a Term Borrowing and an integral multiple of $100,000 and not less than $1,000,000 in the case of a Revolving Borrowing. (b) Voluntary prepayments of any Class of Term Loans shall be applied against the remaining scheduled installments of principal due in respect of the applicable Class of Term Loans under Section 2.11 as may be specified by the Borrower, or if not so specified, in direct order of maturity; provided that such prepayments shall be allocated to the sum of: Tranche B Term Loans on a pro rata basis (wor on a greater than pro rata basis) 105% multiplied determined by reference to all Term Loans then outstanding. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Note Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding plus Loans, then the Borrower may (x) revoke such notice prior to the proposed date of prepayment and/or (y) extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.05(d) and to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder date of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)payment.

Voluntary Prepayment. So long as no Event A. The Borrower may voluntarily prepay the Loan of Default (as defined each Tranche in Section 6(a)) hereof existswhole or in part upon the following terms and conditions: Provided, but subject to however, that the Holder’s conversion rights set forth herein, the Company Borrower may not voluntarily prepay any portion of the principal amount of this Note, any accrued and unpaid interest, and any other amounts due under this Note in accordance with this Section 2(d)Paragraph until a date (inclusive) after one (1) year has passed from the Initial Drawdown Date: 1. The Holder may continue Borrower shall give the Facility Agent a written notice of the prepayment amount and the proposed date of prepayment at least five (5) Business Days in advance: provided, however, that prepayment shall be made only on each Interest Payment Date. 2. Prepayment amount shall be in an amount of at least KRW Ten Billion (￦10,000,000,000) and if greater, in integral multiples of KRW One Billion (￦1,000,000,000) or the full amount of the Loan together with interests accrued thereon. 3. On the prepayment date, the Borrower shall fully pay the prepayment together with any and all interest accrued thereon up to convert the Note from the date the Optional Prepayment Notice (as defined below) is given until the date of such prepayment and other fees, etc. due and payable hereunder by depositing the prepayment. If the Company exercises its right to prepay the Note, the Company shall deliver a notice of prepayment (an “Optional Prepayment Notice”) same to the Holder Loan Repayment Account. Immediately upon deposit of the Note at its registered address, which shall state: above prepayment into the Loan Repayment Account (1) that the Company is exercising its right to prepay the Note, and (2) the date of prepayment, which shall be not more than ten (10) days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Company at least any event within one (1) Business Day prior from the date of payment), the Facility Agent shall ensure that the prepayment for each Lender is transferred to an account designated by each Lender. B. The Borrower shall pay the voluntary prepayment fee as set forth below as calculated per time of prepayment(Provided that, Prepayment Fee shall be paid within the limits under the applicable laws and internal regulation of each lenders at that time): 1. Prepayment during a period from a date when 1 year has passed from the Initial Drawdown Date (not inclusive, if the date is not a Business Day, the following Business Day) to the Optional Prepayment Date. If Completion Date (inclusive, if the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Datedate is not a Business Day, the Company following Business Day): 1.0% of the principal of the Loan to be prepaid. 2. Prepayment after the Completion of Construction Date: 0.1% of the principal of the Loan to be prepaid. C. The Prepayment notice made by the Borrower in accordance with the foregoing Paragraph A may not be cancelled, and the Borrower shall make payment prepay in accordance with the notified particulars on the prepayment date. D. Only after the principal and interests of Tranche A Loan are fully repaid, Tranche B Loan may be prepaid, and distribution of the prepaid amount to the Holder of an amount Lenders ranking pari passu shall be made in cash equal proportion to the sum of: (w) 105% multiplied by the outstanding principal amount of the Note then outstanding plus (x) accrued and unpaid interest on Loan of the principal amount to relevant tranche. E. The Borrower may not re-draw the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to Loan prepaid in clauses (w) and (x)whole or in part. If the Company exercises its right The Borrower is not obligated to prepay the Note at any time Loan in whole or in part to the Lenders unless provided herein. F. The Borrower shall transfer the prepayment to the Loan Repayment Account not later than the noon of the prepayment date and request the Facility Agent to transfer from the 31st day through Loan Repayment Account to each Lender’s account so that the 60th day following Loan of each Lender is prepaid. The Facility Agent shall at the Original Issue Date, request of the Company shall make payment Borrower ensure that the prepayment per Lender is transferred from the Loan Repayment Account to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount Lender’s account within bank business hours of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)prepayment date.

Voluntary Prepayment. So long (a) Except as expressly provided otherwise in the Master Participation Agreement, the Borrower may not voluntarily prepay all or any part of the JBIC Loan. (b) Subject to satisfaction of the terms of Sections 3.04 and 3.05 of the Master Participation Agreement, the Borrower may, on any Payment Date falling after the Completion Release Date and upon giving no Event less than sixty (60) days' prior written irrevocable notice to the JBIC Agent and to JBIC (which notice shall state the amount to be prepaid and the Payment Date on which such voluntary prepayment shall be made; such notice, a "PREPAYMENT NOTICE"), prepay in advance of Default maturity all or any part (as defined but if in Section 6(apart the amount of any prepayment shall be at least five million five hundred thousand Dollars (U.S.$5,500,000)) hereof existsof the JBIC Loan, but subject together with all interest accrued thereon up to and including the Holder’s conversion rights set forth hereinday immediately preceding the date of such prepayment. Once given, a Prepayment Notice may not be withdrawn. (c) In the event of a voluntary prepayment, the Company may prepay any portion Borrower shall pay a prepayment premium of one-half of one per cent (0.5%) of the amount of principal amount of this NoteTranche A to be prepaid to JBIC, which premium shall be paid simultaneously with such prepayment (the "PREPAYMENT PREMIUM"). Once the date for any accrued and unpaid interestvoluntary prepayment has been notified pursuant to clause (b) above, such date shall be deemed as the due date for the amounts to be paid on that date (including the Prepayment Premium), and should the Borrower fail to pay any other amounts due under this Note such amount on such date, the Borrower shall pay interest on such overdue principal and/or interest and/or Prepayment Premium. Any request for prepayment made by the Borrower in accordance with this Section 2(d). The Holder may continue to convert Agreement shall be irrevocable and the Note from the date the Optional Prepayment Notice (as defined below) is given until the date of the prepayment. If the Company exercises its right Borrower shall be bound to prepay the Note, the Company JBIC Loan in accordance therewith. (d) Partial prepayments shall deliver a notice of prepayment (an “Optional Prepayment Notice”) be applied to the Holder JBIC Loan in accordance with Section 3.08 of the Note at its registered address, which shall state: (1) that the Company is exercising its right to prepay the Note, and (2) the date of prepayment, which shall be not more than ten (10) days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Company at least one (1) Business Day prior to the Optional Prepayment Date. If the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 105% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)Master Participation Agreement.

Voluntary Prepayment. So long as no Event of Default (as defined in Section 6(a)a) hereof exists, but subject Prior to the Holder’s conversion rights set forth hereinRated Final Maturity, the Company may Issuer may, in its sole discretion, prepay any the Notes, including by Class or portion of a Class (such prepayment, a "Voluntary Prepayment"), in whole or in part on any Business Day following the principal amount of this Note, any accrued and unpaid interest, and any other amounts due under this Note in accordance with this Section 2(d). The Holder may continue to convert the Note from the date the Optional Prepayment Notice Closing Date (as defined below) is given until the date of the prepayment. If the Company exercises its right to prepay the Notesuch date, the Company shall deliver a notice of prepayment (an “Optional "Voluntary Prepayment Notice”) to the Holder of the Note at its registered addressDate"); provided, which shall state: (1) that the Company is exercising its right to prepay the Note, and (2) the date of prepayment, which any Voluntary Prepayment in part shall be not more made pro rata between the Class A Notes and the Class B Notes. Any such Voluntary Prepayment is required to be made on no less than ten (10) days from days' prior notice (or such shorter period, but not less than two Business Days, as is necessary to cure an Event of Default) by the date Issuer sending the Notice of Prepayment to the Indenture Trustee and the Servicer describing the Issuer's election to prepay the Notes or portion thereof in the form attached hereto as Exhibit C. With respect to each Class of Notes subject to a Voluntary Prepayment, such Voluntary Prepayment shall be made pro rata among such Class. (b) With respect to any Voluntary Prepayment in part, on or prior to the related Voluntary Prepayment Date, the Issuer shall deposit into the Collection Account, an amount equal to the sum of (i) the amount of outstanding principal of the Optional Notes being prepaid, (ii) all accrued and unpaid interest thereon and (iii) the applicable Make Whole Amount, if any. Such partial Voluntary Prepayment Notice. On will be distributed by the date fixed for prepayment Indenture Trustee on the related Voluntary Prepayment Date in accordance with the written direction of the Servicer to the holders of the Notes identified by the Issuer in the Notice of Prepayment. (c) With respect to a Voluntary Prepayment of all outstanding Notes in full, on or prior to the “Optional related Voluntary Prepayment Date”), the Company shall make payment Issuer will be required to deposit into the Collection Account an amount equal to (i) the sum of (A) the Aggregate Outstanding Note Balance, (B) all accrued and unpaid interest thereon, (C) the Make Whole Amount, if any, (D) the Note Balance Write-Down Amount, if any, (E) the Deferred Interest Amount, if any, (F) the Post-ARD Additional Interest Amount, if any, (G) the Deferred Post-ARD Additional Interest Amount, if any, and (H) all amounts owed to the Indenture Trustee, the Manager, the Servicer, the Backup Servicer, the Transition Manager and any other parties to the Transaction Documents, minus (ii) the sum of the amounts designated below then on deposit in the Reserve Account, the Prefunding Account, the Section 25D Interest Account, the Equipment Replacement Reserve Account and the Capitalized Interest Account. The Indenture Trustee will make distributions on the related Voluntary Prepayment Date in accordance with the Priority of Payments (without giving effect to or upon clauses (vi) through (x) thereof) and solely as specified in the order related Voluntary Prepayment Servicer Report and to the extent the Aggregate Outstanding Note Balance is prepaid and all other obligations of the Holder as specified by Issuer under the Holder Transaction Documents have been paid, release any remaining assets in writing to the Company Trust Estate to, or at least one the direction of, the Issuer. (1d) Business Day If a Voluntary Prepayment Date occurs prior to the Optional Make Whole Determination Date for a Class of Notes, the Issuer will be required to pay the Noteholders the applicable Make Whole Amount. No Make Whole Amount will be due to the Noteholders if a Voluntary Prepayment is made on or after the Make Whole Determination Date. (e) If the Issuer elects to rescind the Voluntary Prepayment, it must give written notice to the Indenture Trustee of such determination at least two Business Days prior to the Voluntary Prepayment Date. If a Voluntary Prepayment of the Company exercises its right Notes has been rescinded pursuant to prepay this Section 6.01(e), the Indenture Trustee shall provide notice of such rescission to the registered owner of each Note which had been subject to the rescinded redemption at the address shown on the Note at any time within Register maintained by the initial thirty (30) days following Note Registrar with copies to the Original Issue DateIssuer, Sunnova Energy, the Company shall make payment to Depositor and the Holder of an amount in cash equal to the sum of: (w) 105% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)Rating Agency.

Voluntary Prepayment. So long as no Event of Default (as defined in Section 6(a)) hereof exists, but subject The Borrower shall have the right on not less than five Business Days' prior written notice to the Holder’s conversion rights set forth herein, the Company may prepay any portion of the principal amount of this Note, any accrued and unpaid interest, and any other amounts due under this Note in accordance with this Section 2(d). The Holder may continue to convert the Note from the date the Optional Prepayment Notice (as defined below) is given until the date of the prepayment. If the Company exercises its right Lender to prepay the Note, in whole or in part, at any time. Each such prepayment shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $100,000 in excess thereof (or if the Company shall deliver a notice of prepayment (an “Optional Prepayment Notice”) to the Holder aggregate amount of the Note at its registered addressoutstanding Loan is less than $1,000,000, which shall state: (1) that then all of such lesser amount), together with accrued interest on the Company is exercising its right principal being prepaid to prepay the Note, and (2) the date of prepayment, which shall be not more than ten (10) days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the amounts designated below to or upon the order of the Holder as specified all Exit Fees and other fees payable by the Holder Borrower in writing connection with such payment and, with respect to the Company at least one (1) Business Day prepayments made prior to the Optional Prepayment Date. If the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue DateOctober 25, the Company shall make payment to the Holder of 2001, an amount in cash equal to the sum Make Whole Premium PROVIDED, HOWEVER, that (i) no Make Whole Premium shall be payable in the event the Loan becomes due as a result of a Change in Control transaction in which the Lender or an affiliate of the Lender acquires the stock, equity interest or representation on the board of trustees of the REIT that constitutes such Change in Control transaction (other than as a result of: , or following, the foreclosure by Lender of all or a portion of the Collateral) and (wii) 105% multiplied no Make Whole Premium shall be payable in connection with the initial $2,000,000 of voluntary prepayments made by the principal Borrower pursuant to this Section 7 from the proceeds of a capital contribution to the Borrower. Any prepaid amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount Loan may not be reborrowed. Notwithstanding anything to the Optional Prepayment Date plus (y) contrary contained herein, in no event may the Borrower prepay any other amounts due under the Note, including Late Fees, if any, on Loan unless all amounts under the amounts referred to Prudential Loan have been paid in clauses (w) and (x). If full or the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount terms of the Note then outstanding plus (x) accrued Prudential Loan and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other Intercreditor Agreement permit such repayment of amounts due owing under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)Loan.

Voluntary Prepayment. So long as no Event of Default (as defined in Section 6(a)) hereof exists, but subject Subject to the Holder’s conversion rights set forth hereinprovisions of this Section 1(b), at any time after the Effective Date, the Company may prepay deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Note for cash in an amount equal to the Optional Redemption Amount on the fifth (5th) Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such five (5) Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may only effect an Optional Redemption if the Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption Notice Date through to the Optional Redemption Date and through and including the date payment of the Optional Redemption Amount is actually made in full. If the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect to nullify the Optional Redemption Notice by notice to the Company within three (3) Trading Days after the first (1st) day on which the Equity Conditions have not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to notify the Holder of the non-existence of the Equity Conditions, such notice period shall be extended to the third (3rd) Trading Day after proper notice from the Company) in which case the Optional Redemption Notice shall be null and void, ab initio. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Notes based on their (or their predecessor’s) initial purchases of Notes pursuant to the Purchase Agreement. If any portion of the principal payment pursuant to an Optional Redemption shall not be paid by the Company by the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 10% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of this Notethe Optional Redemption Amount remains unpaid after such date, any accrued and unpaid interest, and any other amounts due under this Note in accordance with this Section 2(d). The the Holder may continue elect, by written notice to convert the Note from Company given at any time thereafter, to invalidate such Optional Redemption, ab initio, and, with respect to the date Company’s failure to honor the Optional Prepayment Notice (as defined below) is given until the date of the prepayment. If the Company exercises its right to prepay the NoteRedemption, the Company shall deliver a notice of prepayment (an “Optional Prepayment Notice”) to the Holder of the Note at its registered address, which shall state: (1) that the Company is exercising its have no further right to prepay the Note, and (2) the date of prepayment, which shall be not more than ten (10) days from the date of the exercise such Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Company at least one (1) Business Day prior to the Optional Prepayment Date. If the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 105% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)Redemption.

Voluntary Prepayment. So long as no Event (a) The Borrower may prepay the whole or any part of Default the Loan on any Banking Day upon prior consultation with Lender, provided that: (as defined in Section 6(a)i) hereof exists, but subject the Borrower shall have given to the Holder’s conversion rights set forth hereinLender not less than Thirty (30) days’ prior written notice specifying the amount and date of prepayment; (ii) the amount of any partial prepayment shall be at least One Million U.S. Dollars (US$1,000,000.-) or an integral multiple thereof except in the case of a prepayment in full of the entire remaining balance of the Loan; and (b) the Borrower shall, simultaneously with any prepayment made under this Section 5.2, pay (i) interest accrued up to the Company may prepay any portion date of prepayment (ii) a prepayment premium in the amount equivalent to One point Five percent (1.5%) flat of the principal amount of this Note, any accrued and unpaid interestthe Loan being prepaid (the amount of prepayment x 1.5% x the number of days remaining until the maturity date / the total number of days from the disbursement date to the maturity date), and any (iii) all other amounts due sums payable by Borrower under this Note Agreement. (c) Any notice of prepayment mentioned in accordance with this Section 2(d). The Holder may continue 5.2 (a) above shall specify the amount to convert the Note from the date the Optional Prepayment Notice (as defined below) is given until be prepaid and the date of the prepayment. If the Company exercises its right to prepay the Note, the Company shall deliver a notice of prepayment (an “Optional Prepayment Notice”) to the Holder of the Note at its registered address, which shall state: (1) that be a Banking Day). Such notice shall be effective only if received by the Company Lender and once it is exercising its right to prepay received by the NoteLender it shall be irrevocable. In addition, and (2) once the date of prepayment, which any prepayment has been notified such date shall be deemed as the due date for the principal and the interest thereon to be paid and the Borrower’s failure to pay any such principal and/or interest on such date constitutes the Event of Default pursuant to Section 12.1 (a) of this Agreement. (d) The Borrower may not more than ten (10) days from the date reborrow any part of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Company at least one (1) Business Day prior to the Optional Prepayment Date. If the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 105% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)Facility which is prepaid.

Voluntary Prepayment. So long as (a) The Borrowers shall not repay, in whole or in part, any portion of the Principal Amount prior to the date that is eighteen (18) months after the Tranche 4 Funding Date (such period is the “No-Call Period”). _____________ 6 Insert first anniversary of issuance date. Replace Section 4.7 with “[Reserved]” for Incremental Notes issued to Pura Vida Master Fund, Ltd. (b) Subject to the rest of this Section 5.2, after the No-Call Period, from time to time the Borrowers may repay, in whole or in part, the then outstanding Principal Amount of this Note together with accrued and unpaid Interest and fees, provided that (i) the Company has notified the Purchasers in writing at least ninety (90) days prior to the proposed prepayment date (such ninety (90) day notice may be provided prior the expiration of the No-Call Period to enable a prepayment to occur at any time on or after the date that is eighteen (18) months after the Tranche 4 Funding Date, if the Purchasers have not otherwise restricted optional prepayment in accordance with the Operative Documents), (ii) no Event of Default exists on the date of such notice of prepayment or for the entire ninety (as defined in Section 6(a)90) hereof exists, but subject day period prior to the Holder’s conversion rights set forth herein, proposed prepayment date and (iii) the Company may prepay any portion Borrowers pay the Applicable Premium at the time of the principal amount such prepayment. For purposes of this Note, “Applicable Premium” means, with respect to any accrued and unpaid interestprepayment occurring before April 23, 2021 (if the Holder has consented in writing to such prepayment), five percent (5%) of the Principal Amount being repaid, and any other amounts due under this Note in accordance with this Section 2(d). The Holder may continue to convert the Note from the date the Optional Prepayment Notice thereafter, three percent (as defined below3%) is given until the date of the prepaymentPrincipal Amount being repaid. If the Company exercises its right to prepay the Note, the Company shall deliver a Each notice of prepayment (an “Optional Prepayment Notice”) shall include the proposed prepayment date and the Principal Amount, interest, fees and Applicable Premium to be paid on such prepayment date. Such prepayment will be paid by wire transfer of immediately available funds to the Holder of the Note at its registered address, which shall state: (1) that the Company is exercising its right to prepay the Note, and (2) the date of prepayment, which shall be not more than ten (10) days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the amounts account designated below to or upon the order of the Holder as specified by the Holder in writing to the Company at least one (1) Business Day prior to the Optional Prepayment Date. If the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 105% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)Holder.

Voluntary Prepayment. So long as (a) Borrower shall be prohibited from prepaying the Loan, in whole or in part, until the first Payment Date following the second anniversary of the Closing Date; PROVIDED, HOWEVER, that Borrower shall have the option (which, at Borrower's election, may be exercised once or twice) to reduce the Lockout Period to not less than the period from the Closing Date until the first Payment Date following the first anniversary of the Closing Date (in each case, the period ending on and including the applicable Payment Date, the "LOCKOUT PERIOD") upon payment to Lender with respect to each six-month reduction of the Lockout Period of the applicable Lockout Reduction Fee. (b) After the expiration of the Lockout Period, provided no Event of Default (as defined is continuing, Borrower may voluntarily prepay the Loan in Section 6(a)) hereof existswhole or in part on any Business Day without penalty, except that no prepayments shall be permitted on the last two Business Days in any Interest Accrual Period. Each such prepayment shall be accompanied by the amount of interest theretofore accrued but subject to the Holder’s conversion rights set forth herein, the Company may prepay any portion unpaid in respect of the principal amount so prepaid, plus the amount of this Noteinterest which would have accrued on the principal amount so prepaid had it remained outstanding through the end of the Interest Accrual Period in which such prepayment is made. If the Loan has been bifurcated into Note Components pursuant to SECTION 1.3(c), any accrued and unpaid interest, and any other amounts due under this Note all prepayments of the Loan made by Borrower in accordance with this Section 2(dSECTION 2.1 shall be applied to the Note Components in ascending order of interest rate (I.E., first to the Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on). The Holder Following any such prepayment, Borrower may continue to convert the Note from the date the Optional Prepayment Notice (as defined below) is given until the date release or transfer, free and clear of the Lien of the Loan Documents, a portion of the notional amount of the Interest Rate Cap Agreement equal to the amount of such prepayment. (c) As a condition to any voluntary prepayment, Borrower shall give Lender written notice (a "PREPAYMENT NOTICE") of its intent to prepay, which notice must be given not later than the Payment Date prior to the commencement of the Interest Accrual Period in which such prepayment is to be made and must specify the Business Day on which such prepayment is to be made and the amount of such prepayment. If the Company exercises its right to prepay the Noteany such notice is given, the Company shall deliver a amount specified in such notice of prepayment (an “Optional Prepayment Notice”) to the Holder of the Note at its registered address, which shall state: (1) that the Company is exercising its right to prepay the Note, will be due and (2) payable on the date of prepayment, which shall be not more than ten (10) days from specified therein. Notwithstanding the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Company at least one (1) Business Day prior to the Optional Prepayment Date. If the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 105% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Feesforegoing, if anyno Event of Default is then continuing beyond the applicable cure period, on such Prepayment Notice may be rescinded by Borrower upon delivery of written notice to Lender not later than the amounts referred Payment Date occurring in the Interest Accrual Period in which such prepayment was to in clauses be made (w) PROVIDED that Borrower shall compensate Lender for any and (x). If the Company exercises all reasonable out-of-pocket expenses incurred by Lender and/or its right to prepay the Note at any time agents resulting from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (xsuch rescission).

Voluntary Prepayment. So long as SECTIONS 2.1 (a) AND (b) of the Loan Agreement are hereby deleted in their entirety and replaced by the following: (a) Borrower shall be prohibited from prepaying the Loan, in whole or in part, until the first Payment Date following the first anniversary of the Closing Date (the "LOCKOUT PERIOD"). (b) After the expiration of the Lockout Period, provided no Event of Default is continuing, Borrower may voluntarily prepay the Loan in whole or in part on any Business Day, except that no prepayments shall be permitted on the last two Business Days in any Interest Accrual Period. Each such prepayment shall be accompanied by (as defined i) the amount of interest theretofore accrued but unpaid in Section 6(a)) hereof exists, but subject to the Holder’s conversion rights set forth herein, the Company may prepay any portion respect of the principal amount so prepaid, plus (ii) the amount of this Noteinterest which would have accrued on the principal amount so prepaid had it remained outstanding through the end of the Interest Accrual Period in which such prepayment is made, any accrued and unpaid interestplus (iii) the applicable Prepayment Fee, and any other amounts due under this if any. If the Loan has been bifurcated into Note Components pursuant to SECTION 1.3(c), all prepayments of the Loan made by Borrower in accordance with this Section 2(dSECTION 2.1 shall be applied to the Note Components in ascending order of interest rate (I.E.. first to the Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on). The Holder Following any such prepayment, Borrower may continue to convert the Note from the date the Optional Prepayment Notice (as defined below) is given until the date release or transfer, free and clear of the prepayment. If the Company exercises its right to prepay the Note, the Company shall deliver a notice of prepayment (an “Optional Prepayment Notice”) to the Holder Lien of the Note at its registered addressLoan Documents, which shall state: (1) that the Company is exercising its right to prepay the Note, and (2) the date of prepayment, which shall be not more than ten (10) days from the date a portion of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment notional amount of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Company at least one (1) Business Day prior to the Optional Prepayment Date. If the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash Interest Rate Cap Agreement equal to the sum of: (w) 105% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)such prepayment.

Voluntary Prepayment. So long as Borrower may, at its option, prepay the Debt in full or in part at any time and from time to time; provided, that, (A) no Event of Default is continuing as of the date of the applicable prepayment (as defined other than for any prepayment in connection with a Default Release or the prepayment of the Debt in full in accordance with Section 6(a2.7(c) hereof); (B) hereof existsBorrower gives Lender not less than ten (10) days’ prior written notice (which notice shall be revocable and subject to modification) (a “Prepayment Notice”) of the amount of the Loan that Borrower intends to prepay and the intended date of prepayment; (C) if such prepayment is made during the period commencing on the first calendar day immediately following a Monthly Payment Date to, but subject not including, the Periodic Term SOFR Determination Date (or if the Benchmark is not the Term SOFR Reference Rate, the Determination Date) in such calendar month, Borrower shall pay to Lender the Interest Shortfall amount for the current and next Interest Accrual Period, if any, estimated by Lender to be due in connection with such prepayment; provided, that once the Interest Rate for the next occurring Interest Accrual Period can be determined, Lender shall calculate the actual amount of interest required to be paid by Borrower for such prepayment and (x) if the Interest Shortfall paid to Lender is in excess of the amount required to be paid pursuant to this Section 2.7(a)(i), Lender shall promptly return to Borrower such excess amount and (y) if the Interest Shortfall is less than the amount required to be paid pursuant to this Section 2.7(a)(i) Borrower shall pay to Lender within three (3) Business Days of notice from Lender, the amount of such deficiency; and (D) Borrower pays Lender, in addition to the Holder’s conversion rights set forth herein, the Company may prepay any portion of the outstanding principal amount of the Loan to be prepaid, (x) all interest which would have accrued on the amount of the Debt to be prepaid through and including the last day of the Interest Accrual Period related to the Monthly Payment Date next occurring following the date of such prepayment, or, if such prepayment occurs on a Monthly Payment Date, interest which would have accrued on the amount of the Debt to be prepaid through and including the last day of the Interest Accrual Period related to such Monthly Payment Date (all such interest payable under this clause (x), the “Additional Interest”); and (y) (I) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to the Make-Whole Amount (in the case of prepayment of the Loan in full) and actual Breakage Costs (if any accrued and unpaid interestprovided that if such prepayment includes the payment of Additional Interest, no Breakage Costs shall be payable to Lender) and (II) all of Lxxxxx’s reasonable, out-of-pocket costs and expenses (including reasonable actually incurred attorneys’ fees and disbursements) actually incurred by Lender in connection with such prepayment or in connection with a rescinded or extended Prepayment Notice. Notwithstanding anything to the contrary contained in this Section 2.7(a), Borrower may rescind a Prepayment Notice upon delivery of written notice to Lender on or prior to the date specified for prepayment in the Prepayment Notice; provided Borrower shall be responsible for the reasonable, out-of-pocket costs and expenses actually incurred by Lender in connection with the rescission of such Prepayment Notice, including any other amounts due under this Note applicable actual Breakage Costs and reasonable actually incurred attorneys’ fees. If Bxxxxxxx makes a partial prepayment of the Debt in accordance with this Section 2(d). The Holder may continue 2.7(a) and if, after giving effect to convert the Note from the date the Optional Prepayment Notice (as defined below) is given until the date of the such partial prepayment. If the Company exercises its right to prepay the Note, the Company shall deliver a notice of prepayment (an “Optional Prepayment Notice”) to the Holder of the Note at its registered address, which shall state: (1) that the Company is exercising its right to prepay the Note, and (2) the date of prepayment, which shall be not more than ten (10) days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Company at least one (1) Business Day prior to the Optional Prepayment Date. If the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 105% multiplied by the outstanding principal amount of the Note then outstanding plus (x) accrued and unpaid interest on Debt is less than the principal amount Minimum Loan Amount, Borrower shall be required to simultaneously prepay the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to Debt in clauses (w) and (xfull in accordance with this Section 2.7(a). If Unless an Event of Default has occurred and is continuing, concurrently with any voluntary prepayment made pursuant to this Section 2.7(a), a simultaneous pro-rata prepayment of the Company exercises its right Mortgage Loan shall be made and Borrower shall provide Lender evidence reasonably satisfactory to prepay Lender of such prepayment of the Note at Mortgage Loan. Borrower shall not permit any time from Mortgage Borrower to make any voluntary prepayment of the 31st day through the 60th day following the Original Issue Date, the Company Mortgage Loan unless Borrower shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount a simultaneous pro-rata prepayment of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to Loan in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (xaccordance with this Section 2.7(a).

Voluntary Prepayment. So long as no Event (a) The Company shall have the right at any time and from time to time to prepay any Prime Rate Loan, in whole or in part, without premium or penalty on the same day on which telephonic notice is given to the Bank (immediately confirmed in writing) of Default such prepayment provided, however, that each such prepayment shall be on a Business Day and each partial prepayment shall be in an aggregate principal amount which is an integral multiple of $25,000.00. (as defined in Section 6(a)b) hereof existsThe Company shall have the right at any time and from time to time, but subject to the Holder’s conversion rights set forth hereinprovisions hereof and of Section 2B.9, the Company may to prepay any portion Eurodollar Loan, in whole or in part, on three (3) Business Days prior irrevocable written notice to the Bank, provided, however, that such prepayment may only be made on the last day of the applicable Interest Period and each partial prepayment shall be in an aggregate principal amount which is an integral multiple of this Note$25,000.00. (c) The Company shall have the right at any time and from time to time, any accrued subject to the provisions hereof and unpaid interestof Section 2B.9, and any other amounts due under this Note in accordance with this Section 2(d). The Holder may continue to convert the Note from the date the Optional Prepayment Notice (as defined below) is given until the date of the prepayment. If the Company exercises its right to prepay any Match Rate Loan, in whole or in part upon at least three (3) Business Days prior irrevocable written notice to the NoteBank; provided, the Company however, that each such prepayment shall deliver be on a Business Day and each partial prepayment shall be in an aggregate principal amount which is an integral multiple of $25,000.00. (d) The notice of prepayment (an “Optional Prepayment Notice”) to under this Section 2B.8 shall set forth the Holder of the Note at its registered address, which shall state: (1) that the Company is exercising its right to prepay the Note, prepayment date and (2) the date of prepayment, which shall be not more than ten (10) days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Company at least one (1) Business Day prior to the Optional Prepayment Date. If the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 105% multiplied by the principal amount of the Note then outstanding plus (x) Loan being prepaid and shall be irrevocable and shall commit the Company to prepay such Loan by the amount and on the date stated therein. All prepayments shall be accompanied by accrued and unpaid interest on the principal amount being prepaid to the Optional Prepayment Date plus (y) any other amounts due date of prepayment. Each prepayment under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company this Section 2B.8 shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and be applied first towards unpaid interest on the amount being prepaid and then towards the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder whole or partial prepayment of an amount in cash equal to the sum of: (w) 115% multiplied Loans by the principal amount Company. In the absence of such specification, amounts being prepaid shall be applied first to any Prime Rate Loan then outstanding and then to Match Rate Loans in the order of the Note then outstanding plus expiration of their respective Interest Periods. Eurodollar Loans may be prepaid only in accordance with the provisions of paragraph (xb) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)above. If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount All partial prepayments of the Note then outstanding plus (x) accrued and unpaid interest on Term Loan II shall be applied to installments of principal in the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder inverse order of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)maturity.

Voluntary Prepayment. So long as no Event of Default (as defined in Section 6(a)) hereof exists, but subject to The Parties Agree that the Holder’s conversion rights set forth herein, the Company Co-Borrowers may prepay any portion the outstanding balance of the principal amount of this Note, any accrued and unpaid interestLoan, and any other amounts due owed by the Co-Borrowers under this Note Agreement, in accordance with full, in which case the Co-Borrowers shall pay the Lenders or the Agent, as applicable, in addition to the full unpaid balance of the Loan (and all other amounts owed by the Co-Borrowers under this Agreement), the present value of all ordinary interest, from the prepayment date, until the Effective Date, discounted as of the Prepayment date using the US Treasury Rate plus 0.5% (50 basis points). For purposes of the foregoing, the Co-Borrowers shall give written notice to the Lenders or the Agent, as applicable, at least 30 (thirty) Business Days in advance of the prepayment effective date, of their intent to make the voluntary prepayment under the terms provided above. Likewise, the Parties agree that the Co-Borrowers may prepay the outstanding balance of the Loan, and any other amounts owed by the Co-Borrowers under this Agreement, in full, in terms of this Section 2(d). The Holder may continue to convert 2.3, solely and exclusively during the Note from term starting (a) on the date on which the Optional Prepayment Notice Co-Borrowers perform the Tranche A Borrowing, and ending on (as defined belowb) is given until the date that occurs first between (1) the date of the prepayment. If the Company exercises its right to prepay the Note, the Company shall deliver a notice of prepayment (an “Optional Prepayment Notice”) to the Holder first anniversary of the Note at its registered address, which shall state: (1) that the Company is exercising its right to prepay the NoteExecution Date, and (2) if any of the Co-Borrowers and/or the Joint and Several Obligors are subject to a commercial reorganization (concurso mercantil) proceeding, the date of prepaymenton which the relevant credit acknowledgment, which degree, and priority ruling is notified, provided that, in the event that there are several commercial reorganization proceedings, it shall be not more than ten (10) days from the date of on which the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”)first credit acknowledgment, the Company shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder degree, and priority ruling pronounced in writing to the Company at least one (1) Business Day prior to the Optional Prepayment Date. If the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Datesuch proceedings, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 105% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x).is notified

Voluntary Prepayment. So long as no Event of Default (as defined in Section 6(a)1) hereof exists, but subject If the Borrower plans to the Holder’s conversion rights set forth herein, the Company may prepay any portion of repay the principal amount of this Note, any accrued and unpaid interest, and any other amounts due under this Note an Individual Loan in whole or in part before the Maturity Date (“Prepayment”) it shall make such repayment in accordance with the procedures set forth in the following paragraphs. (2) If the Borrower plans to make Prepayment, it shall provide written notice in the form of Attachment 4 to the Lender by ten Business Days prior to the day it plans to make Prepayment (hereinafter in this Section 2(d). The Holder may continue to convert the Note from the date the Optional Part 8, “Planned Prepayment Notice Date”) (as defined belowa) is given until the date of the prepayment. If amount of principal for which it plans to make Prepayment (provided that the Company exercises its right to prepay amount of the Note, repayment shall be no less than 100,000,000 yen and an integral multiple of 100,000,000 yen or the Company shall deliver entire outstanding principal balance of the Yen-Denominated Individual Loan (in the case of a notice Yen-Denominated Individual Loan) or no less than 1,000,000 dollars and an integral multiple of prepayment 1,000,000 dollars or the entire outstanding principal balance of the Dollar-Denominated Individual Loan (an “Optional Prepayment Notice”in the case of a Dollar-Denominated Individual Loan)); (b) to the Holder effect that the Borrower will pay on the Planned Prepayment Date the full amount of interest (hereinafter in this Part 8, “Accrued Interest”; the method of calculating Accrued Interest shall follow the method for calculation for ordinary interest as specified in this Agreement) accruing on the amount of principal for which the Borrower plans to make Prepayment for the period from the first day (inclusive) of the Note at its registered address, which shall state: interest calculation period containing the Planned Prepayment Date until the Planned Prepayment Date (1) that the Company is exercising its right to prepay the Note, inclusive); and (2c) the date of prepayment, which shall be not more than ten (10) days from the date of the Optional Planned Prepayment NoticeDate. (3) If notice of Prepayment is given in accordance with the preceding paragraph, the Lender will notify the Borrower of the Break Funding Costs by two Business Days prior to the Planned Prepayment Date. On the date fixed for prepayment (the “Optional Planned Prepayment Date”), the Company shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Company at least one (1) Business Day prior to the Optional Prepayment Date. If the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Date, the Company Borrower shall make payment to the Holder of an amount in cash equal to pay the sum of: (w) 105% multiplied by the principal amount of the Note then outstanding plus (x) accrued Individual Loan principal for which Prepayment is to be made, Accrued Interest, and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)Break Funding Costs.

Voluntary Prepayment. So long as no Event of Default (as defined a) Borrower shall have the right, at its option, upon thirty (30) days’ prior written notice to Lender, to prepay the Loan in Section 6(a)) hereof existswhole or in part at any time, but subject provided that if such prepayment is made prior to the Holder’s conversion rights set forth hereinSpread Maintenance Date, Borrower shall pay to Lender simultaneously with such prepayment the Company may prepay any portion applicable Spread Maintenance Premium (except in the circumstances where such amount is not payable pursuant to either (i) the last sentence of Section 1.6(c) or (ii) Section 5.20(g)). Each such prepayment shall be accompanied by the amount of interest theretofore accrued but unpaid in respect of the principal amount of this Noteso prepaid, plus, if any accrued such prepayment is not made on a Payment Date, the Breakage Costs. Following any such prepayment, Borrower may release or transfer, free and unpaid interest, and any other amounts due under this Note in accordance with this Section 2(d). The Holder may continue to convert the Note from the date the Optional Prepayment Notice (as defined below) is given until the date clear of the Lien of the Loan Documents, a portion of the notional amount of the Interest Rate Cap Agreement equal to the amount of such prepayment. If the Company exercises its right Borrower’s notice of prepayment shall create an obligation of Borrower to prepay the NoteLoan as set forth therein, the Company shall deliver a notice of prepayment (an “Optional Prepayment Notice”) to the Holder of the Note at its registered address, which shall state: (1) that the Company is exercising its right to prepay the Note, and (2) the date of prepayment, which shall but may be not more than ten (10) days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Company at least rescinded with one (1) Business Day prior written notice to Lender (subject to payment of any reasonable out-of-pocket costs and expenses resulting from such rescission and may, on written notice to Lender, adjourn the proposed prepayment date set forth therein from time to time; provided, that Borrower may not adjourn the proposed payment date set forth in a notice of prepayment more than three (3) times). (b) If the Note has been bifurcated into multiple Note Components pursuant to Section 1.1(g), so long as no Event of Default is then continuing, all prepayments of the Loan (other than a prepayment from Loss Proceeds) shall be applied to the Optional Prepayment DateNote Components pro rata. If In connection with any prepayment of the Company exercises its right Loan from Loss Proceeds, prepayment of the Loan shall be applied to prepay the Note at any time within the initial thirty Components in ascending order of interest rate (30) days following the Original Issue Datei.e., the Company shall make payment first to the Holder Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on). During the continuance of an amount in cash equal to the sum of: (w) 105% multiplied by the principal amount Event of Default, any prepayment of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to Loan shall be applied in clauses (w) and (x). If the Company exercises such order as Lender shall determine in its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)sole discretion.

Voluntary Prepayment. So long as no Event of Default (as defined in Section 6(a)i) hereof existsThe Borrowers may, but subject during the period from the Closing Date to June 1, 2000 and upon at least five Business Days' prior notice from the Parent to the Holder’s conversion rights Administrative Agent stating the proposed date of payment and the amount of such prepayment, and if such notice is given the Borrowers shall prepay the outstanding unpaid principal amount of the Loan, in whole or in part, together with accrued and unpaid interest thereon to the date of such prepayment on the principal amount prepaid, provided that each partial prepayment shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) If the Exchange is consummated, (i) the Borrowers may not prepay or redeem, in whole or in part, any Rollover Note or Exchange Security held by a Lender that is not an Affiliate of Cerberus Capital Management, L.P. (a "Non-Affiliate Lender") prior to the fourth anniversary of the Exchange Date; and (ii) after the fourth anniversary of the Exchange Date, the Borrowers may, upon at least 30 Business Days' notice to the Administrative Agent stating the date and amount of such prepayment or redemption, and if such notice is given, the Borrowers shall prepay or redeem the outstanding principal amount of the Rollover Notes or Exchange Securities, as the case may be, held by the Non-Affiliate Lenders, in whole or in part, at the redemption prices (expressed as percentages of principal amount prepaid or redeemed) set forth hereinbelow, together with accrued and unpaid interest thereon to the date of prepayment or redemption, if redeemed during the twelve-month period beginning on June 1 of the years indicated below: Year Percentage ---- ---------- 2004 107.500% 2005 105.000% 2006 102.500% 2007 100.000% (iii) If the Exchange is consummated, the Company Borrowers may, upon at least 30 Business Days' notice to the Administrative Agent stating the date and amount of such prepayment or redemption, and if such notice is given, the Borrowers shall prepay or redeem the outstanding principal amount of the Rollover Notes or Exchange Securities, as the case may prepay any portion be, held by a Lender that is an Affiliate of Cerberus Capital Management, L.P., in whole or in part at a redemption price equal to 100% of the principal amount of this Noteprepaid or redeemed, any accrued and unpaid interest, and any other amounts due under this Note in accordance together with this Section 2(d). The Holder may continue to convert the Note from the date the Optional Prepayment Notice (as defined below) is given until the date of the prepayment. If the Company exercises its right to prepay the Note, the Company shall deliver a notice of prepayment (an “Optional Prepayment Notice”) to the Holder of the Note at its registered address, which shall state: (1) that the Company is exercising its right to prepay the Note, and (2) the date of prepayment, which shall be not more than ten (10) days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Company at least one (1) Business Day prior to the Optional Prepayment Date. If the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 105% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount thereon to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder date of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)prepayment or redemption.

Voluntary Prepayment. So long as (a) The Borrowers shall not repay, in whole or in part, any portion of the Principal Amount prior to the date that is eighteen (18) months after the Tranche 4 Funding Date (such period is the “No-Call Period”). __________ 6Insert first anniversary of issuance date. Replace Section 4.7 with “[Reserved]” for Incremental Notes issued to Pura Vida Master Fund, Ltd. (b) Subject to the rest of this Section 5.2, after the No-Call Period, from time to time the Borrowers may repay, in whole or in part, the then outstanding Principal Amount of this Note together with accrued and unpaid Interest and fees, provided that (i) the Company has notified the Purchasers in writing at least ninety (90) days prior to the proposed prepayment date (such ninety (90) day notice may be provided prior the expiration of the No-Call Period to enable a prepayment to occur at any time on or after the date that is eighteen (18) months after the Tranche 4 Funding Date, if the Purchasers have not otherwise restricted optional prepayment in accordance with the Operative Documents), (ii) no Event of Default exists on the date of such notice of prepayment or for the entire ninety (as defined in Section 6(a)90) hereof exists, but subject day period prior to the Holder’s conversion rights set forth herein, proposed prepayment date and (iii) the Company may prepay any portion Borrowers pay the Applicable Premium at the time of the principal amount such prepayment. For purposes of this Note, “Applicable Premium” means, with respect to any accrued and unpaid interestprepayment occurring before April 23, 2021 (if the Holder has consented in writing to such prepayment), five percent (5%) of the Principal Amount being repaid, and any other amounts due under this Note in accordance with this Section 2(d). The Holder may continue to convert the Note from the date the Optional Prepayment Notice thereafter, three percent (as defined below3%) is given until the date of the prepaymentPrincipal Amount being repaid. If the Company exercises its right to prepay the Note, the Company shall deliver a Each notice of prepayment (an “Optional Prepayment Notice”) shall include the proposed prepayment date and the Principal Amount, interest, fees and Applicable Premium to be paid on such prepayment date. Such prepayment will be paid by wire transfer of immediately available funds to the Holder of the Note at its registered address, which shall state: (1) that the Company is exercising its right to prepay the Note, and (2) the date of prepayment, which shall be not more than ten (10) days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the amounts account designated below to or upon the order of the Holder as specified by the Holder in writing to the Company at least one (1) Business Day prior to the Optional Prepayment Date. If the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 105% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)Holder.

Voluntary Prepayment. So long as no Event of Default (as defined in Section 6(a)) hereof exists, but subject to the Holder’s conversion rights set forth herein, the Company 11.1 Each Borrower may not prepay all or any portion part of the principal amount of this Note, any accrued and unpaid interest, and any other amounts due under this Note the Loans borrowed by such Borrower payable on the Maturity Date in accordance with the provisions of Article 9 prior to the Maturity Date (hereinafter referred to as the “Prepayment” in this Section 2(dArticle 11 and Article 12). The Holder may continue ; provided, however, that this shall not apply if the Prepayment is made pursuant to convert Article 8 or Article 12, or if a Borrower, in accordance with the Note procedures set forth in Articles 11.2 and 11.3 below, obtains prior approval in writing from the date the Optional Lender. 11.2 If any Borrower desires to make a Prepayment Notice (as defined below) is given until the date of the prepayment. If the Company exercises its right to prepay the Notefor any amount borrowed by such Borrower, the Company such Borrower shall deliver give a written notice of prepayment (an “Optional Prepayment Notice”) to the Holder of the Note at its registered address, which shall state: (1) that the Company is exercising its right to prepay the Note, and (2) the date of prepayment, which shall be not more than Lender by ten (10) days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Company at least one (1) Business Day Days prior to the Optional date on which such Borrower desires to make such Prepayment (hereinafter referred to as the “Desired Prepayment Date. If the Company exercises its right to prepay the Note at any time within the initial thirty ” in this Article 11), and such notice shall state (30a) days following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 105% multiplied by the principal amount of the Note then Loans with respect to which such Borrower desires to make such Prepayment (which amount shall be the full amount of the outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus Loans borrowed by such Borrower, or the amount of one hundred million yen (xJPY 100,000,000) accrued and unpaid interest on or a whole multiple of one hundred million yen (JPY 100,000,000) in excess thereof.) The Lender shall judge the principal amount acceptance of the Prepayment by eight (8) Business Days prior to the Optional Desired Prepayment Date, and notify All Borrowers and All Guarantors of the result. Failure to notify All Borrowers and All Guarantors of such result by eight (8) Business Days prior to the Desired Prepayment Date plus (y) any other amounts due under shall be deemed as the Note, including Late Fees, if any, on acceptance of the amounts referred to Prepayment by the Lender. Each notice in clauses (w) and (x)this Article 11.2 shall be sent by facsimile transmission or e-mail in PDF format. Such recipient of such notice shall confirm with the sender whether the recipient received by facsimile transmission or e-mail in PDF format the notice by phone. 11.3 If the Company exercises its right to prepay Prepayment is approved or deemed approved in accordance with Article 11.2 and if the Note at Desired Prepayment Date falls on any time from the 61st day through the 90th day following the Original Issue other than an Interest Payment Date, the Company Lender shall make payment to notify All Borrower and All Guarantors of the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus Break Funding Cost by two (x2) accrued Business Days prior to the Desired Prepayment Date. The relevant Borrower shall, in accordance with the provisions of Article 16, pay the total sum of the principal and unpaid interest the Break Funding Cost (if any) in respect of the Loans to be prepaid by such Prepayment on the principal amount to the Optional Desired Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x).

Voluntary Prepayment. So long Subject to the limitations in the following sentences, Borrower may wholly prepay any Base Rate Loan, or LIBOR Loan that is included in the Aggregate Revolving Loan at any time and may make a partial prepayment thereon from time to time, without penalty or premium, but only if (i) Borrower gives Administrative Agent written notice (which may be mailed, personally delivered or telecopied as no Event of Default (as defined provided in Section 6(a)19.1) hereof existsor telephonic notice (promptly confirmed in writing in the manner provided in Section 19.1) of Borrower's intention to make such prepayment at least one Business Day prior to tendering such prepayment, but subject to (ii) the Holder’s conversion rights set forth herein, the Company may prepay any portion of the principal total amount of this Note, any accrued and unpaid interestsuch prepayment is a whole multiple of $500,000, and (iii) Borrower pays any other amounts amount that is due under this Note in accordance with this Section 2(d). The Holder may continue to convert the Note from the date the Optional Prepayment Notice (17.4 as defined below) is given until the date a consequence of the prepayment. If Unless there is an Existing Default, all payments on the Company exercises its right to prepay the Note, the Company Revolving Loan shall deliver a notice of prepayment (an “Optional Prepayment Notice”) be made first to the Holder outstanding balance of the Note at its registered address, which shall state: (1) that the Company is exercising its right to prepay the Note, and (2) the date of prepayment, which shall be not more than ten (10) days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Company at least one (1) Business Day prior to the Optional Prepayment Date. If the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 105% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late FeesSwingline Loan, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment then to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal remaining amount of the Note then outstanding plus (x) accrued Aggregate Revolving Loan. All such voluntary prepayments, unless otherwise expressly stated in writing by Borrower to Administrative Agent prior to the making of such prepayment, and unpaid interest subject to the terms and provisions of this Agreement, will be deemed made on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late FeesSwingline Loan, if any, on until it is reduced to zero, and thereafter to Base Rate Loans included in the amounts referred Aggregate Revolving Loan until they are reduced to zero and then to LIBOR Loans included in clauses the Aggregate Revolving Loan (wand all penalties and premiums due hereunder in connection therewith) until they are reduced to zero, and (x). If will be applied by Lenders to reduce the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount Revolving Loans in cash equal to the sum of: (w) 115% multiplied by the principal amount accordance with their respective pro-rata shares of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)Aggregate Revolving Loan Commitment.

Voluntary Prepayment. So long as no Event of Default (as defined in Section 6(a)a) hereof exists, but subject The Borrower shall have the right at any time and from time to the Holder’s conversion rights set forth herein, the Company may time to prepay any portion Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of the principal amount of this NoteEurodollar Loans, any accrued and unpaid interest, and any other amounts due under this Note in accordance with this Section 2(d). The Holder may continue to convert the Note from the date the Optional Prepayment Notice or written or fax notice (as defined belowor telephone notice promptly confirmed by written or fax notice) is given until the date of the prepayment. If the Company exercises its right to prepay the Note, the Company shall deliver a notice of prepayment (an “Optional Prepayment Notice”) to the Holder of the Note at its registered address, which shall state: (1) that the Company is exercising its right to prepay the Note, and (2) the date of prepayment, which shall be not more than ten (10) days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Company at least one (1) Business Day prior to the Optional Prepayment Date. If date of prepayment in the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Datecase of ABR Loans, the Company shall make payment to the Holder of Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount in cash equal to that is an integral multiple of $1,000,000 and not less than $5,000,000. (b) [Reserved]. (c) Each notice of prepayment shall specify the sum of: (w) 105% multiplied by prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Note Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding plus Loans, then the Borrower may (x) revoke such notice prior to the proposed date of prepayment and/or (y) extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(d) and to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the Optional Prepayment Date plus date of payment. (yd) any In the event that the Loans are prepaid in whole or in part pursuant to Section 2.12(a) or Section 2.13 (other amounts due under than Section 2.13(d)) or in the Noteevent of an assignment of Loans pursuant to Section 2.21, including Late Fees, if any, in each case on or prior to the amounts referred to in clauses (w) and (x). If fourth anniversary of the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Closing Date, the Company Borrower shall make payment pay to the Holder of an amount in cash equal to Lenders a prepayment fee or premium (the sum of: (w“Prepayment Fee”) 110% multiplied by on the aggregate principal amount of Loans so prepaid, assigned or paid, as the Note then outstanding plus (xcase may be, as follows: On or prior to the second anniverary of the Closing Date Prepayment Premium After the second anniversary of the Closing Date and on or prior to the third anniversary of the Closing Date 3.0% After the third anniversary of the Closing Date and on or prior to the fourth anniversary of the Closing Date 1.0% Amounts payable pursuant to this Section 2.12(d) accrued shall be due and unpaid interest payable on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount date of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)applicable prepayment or assignment.

Voluntary Prepayment. So long as no Event of Default (as defined in Section 6(a)) hereof exists, at any time upon ten (10) days written notice to the Holder, but subject to the Holder’s conversion rights set forth herein, the Company may prepay any portion of the principal amount of this Note, any accrued and unpaid interest, and any other amounts due under this Note in accordance with this Section 2(d)Note. The Holder may continue to convert the Note from written notice shall, among other items, state the date the Optional such Prepayment Notice Amount (as defined below) is given until to be paid to the Holder, which shall not in any event be later than ten (10) calendar days from the date of mailing of the prepaymentprepayment notice to the Holder (the “Prepayment Date”). If the Company exercises its right to prepay the Note, the Company shall deliver a notice of prepayment (an “Optional Prepayment Notice”) to the Holder of the Note at its registered address, which shall state: (1) that the Company is exercising its right to prepay the Note, and (2) the date of prepayment, which shall be not more than ten (10) days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Company at least one (1) Business Day prior to the Optional Prepayment Date. If the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the product of (i) the sum of: of (wx) 105% multiplied by the then-outstanding principal amount of the this Note then outstanding plus and (y) all accrued but unpaid interest, multiplied by (ii) (x) accrued and unpaid interest on 115%, if the principal amount to the Optional Prepayment Date plus is within 90 days of the First Closing (as defined in the Purchase Agreement), (y) any other amounts due under the Note, including Late Fees120%, if any, on the amounts referred to in clauses (w) Prepayment Date is between 91 days and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day 180 days following the Original Issue DateFirst Closing or (z) 125%, if the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through is after the 180th day following the Original Issue DateFirst Closing, to which calculated amount the Company shall make payment add all other amounts owed pursuant to this Note, including, but not limited to, all Late Fees and liquidated damages (collectively, the “Prepayment Amount”). Subject to the Beneficial Ownership Limitation, the Holder of an amount in cash equal may continue to convert the sum of: (w) 125% multiplied by Note from the principal amount date on which notice of the Note then outstanding plus (x) accrued and unpaid interest prepayment is given until the date on which the principal amount to Holder receives in full, the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)Amount.

Voluntary Prepayment. So long as no Event (a) The Company shall have the right at any time and from time to time to prepay any Prime Rate Loan, in whole or in part, without premium or penalty on the same day on which telephonic notice is given to the Bank (immediately confirmed in writing) of Default such prepayment provided, however, that each such prepayment shall be on a Business Day and shall be in an aggregate principal amount which is an integral multiple of $25,000.00. (as defined in Section 6(a)b) hereof existsThe Company shall have the right at any time and from time to time, but subject to the Holder’s conversion rights set forth hereinprovisions hereof and of Section 2A.9, the Company may to prepay any portion Eurodollar Loan, in whole or in part, on three (3) Business Days prior irrevocable written notice to the Bank, provided, however, that such prepayment may only be made on the last day of the applicable Interest Period and shall be in an aggregate principal amount which is an integral multiple of this Note$25,000.00. (c) The Company shall have the right at any time and from time to time, any accrued subject to the provisions hereof and unpaid interestof Section 2A.9, and any other amounts due under this Note in accordance with this Section 2(d). The Holder may continue to convert the Note from the date the Optional Prepayment Notice (as defined below) is given until the date of the prepayment. If the Company exercises its right to prepay any Match Rate Loan, in whole or in part upon at least three (3) Business Days prior irrevocable written notice to the NoteBank; provided, the Company however, that each such prepayment shall deliver be on a Business Day and shall be in an aggregate principal amount which is an integral multiple of $25,000.00. (d) The notice of prepayment (an “Optional Prepayment Notice”) to under this Section 2A.8 shall set forth the Holder of the Note at its registered address, which shall state: (1) that the Company is exercising its right to prepay the Note, prepayment date and (2) the date of prepayment, which shall be not more than ten (10) days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Company at least one (1) Business Day prior to the Optional Prepayment Date. If the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 105% multiplied by the principal amount of the Note then outstanding plus (x) Loan being prepaid and shall be irrevocable and shall commit the Company to prepay such Loan by the amount and on the date stated therein. All prepayments shall be accompanied by accrued and unpaid interest on the principal amount being prepaid to the Optional Prepayment Date plus (y) any other amounts due date of prepayment. Each prepayment under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company this Section 2A.8 shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and be applied first towards unpaid interest on the amount being prepaid and then towards the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder whole or partial prepayment of an amount in cash equal to the sum of: (w) 115% multiplied Loans by the principal amount Company. In the absence of such specification, amounts being prepaid shall be applied first to any Prime Rate Loan then outstanding and then to Match Rate Loans in the order of the Note then outstanding plus expiration of their respective Interest Periods. Eurodollar Loans may be prepaid only in accordance with the provisions of paragraph (xb) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)above. If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount All partial prepayments of the Note then outstanding plus (x) accrued and unpaid interest on Term Loan shall be applied to installments of principal in the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder inverse order of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)maturity.

Voluntary Prepayment. So long as no Event of Default (as defined in Section 6(a)a) hereof exists, but subject Each Borrower shall have the right at any time and from time to the Holder’s conversion rights set forth herein, the Company may time to prepay any portion Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of the principal amount of this NoteEurodollar Loans, any accrued and unpaid interest, and any other amounts due under this Note in accordance with this Section 2(d). The Holder may continue to convert the Note from the date the Optional Prepayment Notice or written or fax notice (as defined belowor telephone notice promptly confirmed by written or fax notice) is given until the date of the prepayment. If the Company exercises its right to prepay the Note, the Company shall deliver a notice of prepayment (an “Optional Prepayment Notice”) to the Holder of the Note at its registered address, which shall state: (1) that the Company is exercising its right to prepay the Note, and (2) the date of prepayment, which shall be not more than ten (10) days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Company at least one (1) Business Day prior to the Optional Prepayment Date. If date of prepayment in the Company exercises its right to prepay the Note at any time within the initial thirty (30) days following the Original Issue Datecase of ABR Loans, the Company shall make payment to the Holder of Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount in cash equal that is an integral multiple of $1,000,000 and not less than $1,000,000. (b) Voluntary prepayments of Loans shall be applied (x) among each Class of Term Loans on a pro rata basis, with each Class of Term Loans to be allocated its Term Loan Percentage of the amount of such prepayment and (y) to the sum of: outstanding principal amounts due on a Term Loan Repayment Date of each such Class of Term Loans as directed by the Borrower (wor in the absence of direction, in direct order of maturity). (c) 105% multiplied by Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Note applicable Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding plus (xLoans, then the applicable Borrower may revoke such notice and/or extend the prepayment date by not more than five Business Days; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.05(b) and Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder date of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time within from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). If the Company exercises its right to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Optional Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x)payment.