Common use of Voluntary Prepayments Clause in Contracts

Voluntary Prepayments. The Borrower may, upon notice to the Administrative Agent, at any time or from time to time, voluntarily prepay the Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12.

Voluntary Prepayments. The Borrower may, upon notice to shall have the Administrative Agentright, at any time or its option, from time to time, voluntarily time to prepay the Loans portion of the Sponsor Borrower Loan owed by Borrower in whole or in part (a “Voluntary Prepayment”) in an amount equal at any time, subject to the sum terms hereof, but no prepayment may be less than the outstanding principal balance and accrued interest of the Borrowing Advance Tranche being prepaid, except for partial prepayments made by Borrower in order to remedy non-compliance with the Sublimits as provided for herein. Whenever Borrower desires to prepay any part of the Sponsor Borrower Loan owed by Borrower, Borrower shall provide a prepayment Notice to Lender by 12:00 p.m. Eastern Time at least 10 Business Days prior to the date of the proposed prepayment setting forth the following information: (xi) the aggregate amount to be prepaid; (ii) the estimated date on which the proposed prepayment is to be made; and (iii) a statement indicating the application of the prepayment to the Borrowing Advance Tranche. All prepayment Notices shall be irrevocable. The principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaidBorrowing Advance Tranche for which a prepayment Notice is given, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m.Accrued Interest, two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable by 12:00 p.m. Eastern Time on the date on which the proposed prepayment is to be made. Lender shall, upon receipt of Borrower’s Notice, prepare and deliver to Borrower the same day via facsimile or other electronic transmittal a statement of interest due with respect to such date; prepayment, provided that a Voluntary Prepayment in the event Borrower’s prepayment Notice delivered is not received by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or Lender prior to 12:00 p.m. Eastern Time, Lender shall not be obligated to prepare and deliver such statement of interest until the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share Business Day following Lender’s receipt of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12Notice.

Voluntary Prepayments. The Borrower may, upon notice (which notice may be in the form attached as Exhibit H-2 hereto or any other form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed), appropriately completed and signed by a Responsible Officer) to the Administrative AgentAgent (a “Voluntary Prepayment Notice”), at any time or from time to time, voluntarily prepay the Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, prepaid and (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that that, except with respect to any prepayments made pursuant to Section 2.09(a), (i) such notice Voluntary Prepayment Notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment (or such shorter period as the Administrative Agent and the Lenders may agree) and (ii) any prepayment shall be either (A) in an aggregate principal amount of at least the lesser of (A) $5,000,000 and a whole multiple of $1,000,000 in excess thereof or (B) the entire principal amount of the such Type of Loans then outstandingoutstanding and being prepaid. Each such notice (a “Voluntary Prepayment Notice”) Notice shall specify the date of such prepayment, the amount of principal being prepaid, whether the Loans being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereofare Initial Loans, Revolving Loans or Additional Loans. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of certain events, including including, without limitation, the closing of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Subject to Section 2.11(j), any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lendersapplicable Lenders of the Type or Types of Loans being prepaid. The Administrative Agent shall forward to each Lender its Ratable Share of each such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance payment with Section 6.12respect to the relevant Type of Loans being prepaid.

Voluntary Prepayments. The Subject to the payment of any prepayment premium as required under Section 2.03(d) and any other fees or amounts payable hereunder at such time, the Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time, voluntarily prepay the Loans Loans, in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaidpart; provided, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaidthat, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two 11:00 a.m. three (23) Business Days prior to any the date of prepayment and prepayment, (ii) any such prepayment shall only be made on an Interest Payment Date (it being understood that the requirement set forth in this sub-clause (ii) shall not be applicable to any voluntary prepayment in full of the aggregate Outstanding Amount of the Loans in connection with a Facility Termination Date) and (iii) any such prepayment shall be in an aggregate a principal amount of at least the lesser of (A) $5,000,000 and or a whole multiple of $1,000,000 in excess thereof (B) or, if less, the entire principal amount of the Loans thereof then outstanding). Each such notice (a “Voluntary Prepayment Notice”) shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon prepayment and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date payment amount specified in such Voluntary Prepayment Notice, and all such amounts notice shall be due and payable on the date specified therein; provided, that, any such date; provided that a Voluntary Prepayment Notice delivered by Borrower notice of prepayment may state indicate that such notice prepayment is conditioned upon the effectiveness consummation of certain eventsa refinancing of this Agreement, including capital raising or a particular Disposition or the closing occurrence of other credit facilities, in which case such notice a Change of Control and may be revoked by the Borrower in the event such refinancing or other transaction is not consummated, and if so revoked, such prepayment shall not be due and payable. Any prepayment pursuant to this Section 2.03(a) shall be accompanied by (by notice to Administrative Agent x) all accrued interest on or prior the principal amount of the Loans prepaid, (y) the prepayment premium required under Section 2.03(d) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Each such prepayment shall be applied ratably to the specified effective date) if Term A Facility, the Term B-1 Facility, the Term B-2 Facility, the Term B-3 Facility, the Term B-4 Facility and the Term C Facility. Each such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 prepayment shall be made applied to the Administrative Agent for the ratable accounts Loans of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given Lenders in accordance with Section 6.12.their respective Applicable Percentages in respect of each of the relevant Facilities. (b)

Voluntary Prepayments. The Borrower mayshall be prohibited from making any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, that if (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at any such time or from time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to timethe Company during the first twelve (12) months of the Lock-Out Period, voluntarily the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a fraction, the numerator of which is the number of days remaining in whole or in part the first twelve (a “Voluntary Prepayment”12) in months of the Lock-Out Period and the denominator of which is 360, plus (c) an amount equal to the sum product of (x) the aggregate principal amount of the Loans being prepaid, 3.00% and (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12Maximum Committed Amount.

Voluntary Prepayments. The Borrower may, upon notice (which notice may be in the form attached as Exhibit H-2 hereto or any other form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed), appropriately completed and signed by a Responsible Officer) to the Administrative AgentAgent (a “Voluntary Prepayment Notice”), at any time or from time to time, voluntarily prepay the Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount Amount, if any, for such Loans and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that that, except with respect to any prepayments made pursuant to Section 2.09(a), (i) such notice Voluntary Prepayment Notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be either (A) in an aggregate principal amount of at least the lesser of (A) $5,000,000 and a whole multiple of $1,000,000 in excess thereof or (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) Notice shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount Amount, if any, determined with respect to the applicable Loans as set forth in the definition thereof, including any definition thereof set forth in any Incremental Agreement relating to Additional Loans, if any. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount Amount, if any, and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including including, without limitation, the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of each such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12.

Voluntary Prepayments. The Borrower may, Term Loans may be repaid in whole or in part without premium or penalty; provided that (i) Term SOFR Loans may be repaid only upon three (3) Business Days’ prior written notice to the Administrative Agent, at (ii) repayments of Term SOFR Loans must be accompanied by payment of any time or from time to time, voluntarily prepay the amounts owing under Section 2.20 and (iii) partial repayments of Loans shall be in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate minimum principal amount of the Borrowing Minimum, and in integral multiples of the Borrowing Multiple in excess thereof. To the extent that the Borrower elects to prepay the Closing Date Term Loan or, if applicable, any Incremental Term Loans, amounts prepaid under this Section 2.11(a) shall be applied to such Term Loans being prepaid(to the remaining principal installments thereof, if any, as directed by the Borrower) first ratably to any Base Rate Loans and then to Term SOFR Loans in direct order of Interest Period maturities. All prepayments under this Section 2.11(a) shall be subject to Section 2.20, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent in the case of a prepayment under this clause (ya) the applicable Prepayment Amount and or clause (zb) all accrued below, interest on the principal amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must prepaid shall be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to payable on any date of that a prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify is made hereunder through the date of such prepayment, . Amounts prepaid on the amount of principal being prepaid and Term Loans may not be reborrowed. Each notice delivered by the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to this Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts 2.11(a) shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered revocable by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to the Administrative Agent on or prior to the proposed prepayment date specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12therein).

Voluntary Prepayments. The Borrower Company may, at its option, at any time and from time to time, prepay the Loans and the Reimbursement Obligations, in whole or in part, upon giving, in the case of any Eurodollar Loan, three Business Days' prior written notice to the Administrative Agent, at and, in the case of any time or from time Base Rate Loan, prior written notice on the same Business Day to time, voluntarily prepay the Loans in whole or in part Administrative Agent. Such notice shall specify (a “Voluntary Prepayment”1) in an the case of any prepayment of Loans, the date and amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any whether the prepayment shall be in an aggregate principal amount of at least the lesser of is (A) $5,000,000 of Term Loans or Revolving Credit Loans, or a combination thereof and (B) of Eurodollar Loans, Base Rate Loans or a combination thereof, and, in each case if a combination thereof, the entire principal amount allocable to each; and (2) in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the Loans then outstandingapplicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Each Upon receipt of such notice (a “Voluntary Prepayment Notice”) notice, the Administrative Agent shall specify promptly notify each Lender of the date contents thereof and of such Lender's Applicable Percentage of such prepayment. If any such notice is given, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts notice shall be due and payable on such date; provided that the date specified therein, together with (if a Voluntary Prepayment Notice delivered by Borrower may state that such notice Eurodollar Loan is conditioned upon prepaid other than at the effectiveness end of certain events, including the closing of other credit facilitiesInterest Period applicable thereto) any amounts payable pursuant to Section 2.18 and, in which the case of prepayments of the Term Loans only, accrued interest to such notice may date on the amount prepaid. Prepayments of (A) the Term Loans pursuant to this Section 2.10(b) shall be revoked by Borrower (by notice to Administrative Agent on or prior applied ratably to the specified effective dateremaining scheduled installment payments of the Term Loans required pursuant to Section 2.5(b); and (B) if such conditions are not satisfied. Any Voluntary Prepayment described in the Revolving Credit Loans and the Reimbursement Obligations pursuant this Section 2.04 shall (unless the Company otherwise directs) be applied, FIRST, to payment of the Revolving Credit Loans then outstanding, SECOND, to payment of any Reimbursement Obligations then outstanding and, LAST, to Cover any outstanding Letter of Credit Liability. Each prepayment of Base Rate Loans shall be made to in the Administrative Agent for the ratable accounts minimum principal amount of the Lenders. The Administrative Agent shall forward to $500,000 and in integral multiples of $500,000 and each Lender its Ratable Share prepayment of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices Eurodollar Loans shall be made in the minimum principal amount of $500,000 and given in accordance with Section 6.12integral multiples of $500,000 or, in the case of either Base Rate Loans or Eurodollar Loans, the aggregate principal balance outstanding on the Term Loans or on the Revolving Credit Loans and the Reimbursement Obligations, as applicable.

Voluntary Prepayments. The (i) Any Borrower may, upon notice to shall have the Administrative Agent, right at any time or and from time to time, voluntarily time to prepay the Loans any Borrowing in whole or in part (a “Voluntary Prepayment”) part, subject to prior notice in an amount equal to accordance with the sum provisions of (x) this Section 2.11(a). The applicable Borrower, or the aggregate principal amount Company on behalf of the Loans being prepaidapplicable Borrower, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 p.m.noon, two Local Time, three (23) Business Days prior to any (in the case of a Eurocurrency Borrowing denominated in Dollars or a BA Equivalent Borrowing) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment and or (iiC) any in the case of prepayment shall be in an aggregate principal amount of at least a Swingline Loan, not later than 12:00 noon, Local Time, on the lesser date of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstandingprepayment. Each such notice (a “Voluntary Prepayment Notice”) shall be irrevocable and shall specify the prepayment date of such prepayment, and the principal amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant each Borrowing or portion thereof to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such dateprepaid; provided that that, (x) if a Voluntary Prepayment Notice delivered notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Borrower Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 and (y) a notice of prepayment of Loans may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Company or applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such conditions are condition is not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent for shall advise the ratable accounts Lenders under the Revolving Facility, Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, of the Lenderscontents thereof. The Administrative Agent Each partial prepayment of any Borrowing shall forward be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type and Class as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to each Lender its Ratable Share the Revolving Loans included in the prepaid Borrowing. Each prepayment of a Tranche A-1 Term Loan Borrowing or Tranche A-2 Term Loan Borrowing shall be applied against the remaining installments of principal due with respect to Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, in the manner specified by the relevant Borrower or, if not so specified on or prior to the date of such paymentprepayment, on a pro rata basis to the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, and ratably to the Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, included in the prepaid Borrowing and ratably against the remaining installments of principal due with respect to the Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made accompanied by (i) accrued interest to the extent required by Section 2.13 and given in accordance with (ii) break funding payments pursuant to Section 6.122.16 (if any).

Voluntary Prepayments. The Borrower may, upon notice (which notice may be in the form attached as Exhibit H-2 hereto or any other form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed), appropriately completed and signed by a Responsible Officer) to the Administrative AgentAgent (a “Voluntary Prepayment Notice”), at any time or from time to time, voluntarily prepay the Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) in the case of a prepayment of Delayed Draw Loans, the applicable Prepayment Amount Amount, if any, for such Delayed Draw Loans being prepaid and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that that, except with respect to any prepayments made pursuant to Section 2.09(a), (i) such notice Voluntary Prepayment Notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment (or such shorter period as the Administrative Agent and the Lenders may agree) and (ii) any prepayment shall be either (A) in an aggregate principal amount of at least the lesser of (A) $5,000,000 and a whole multiple of $1,000,000 in excess thereof or (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) Notice shall specify the date of such prepayment, the amount of principal being prepaid, whether the Loans being prepaid and are Initial Loans, Delayed Draw Loans or Additional Loans, and, in the case of a prepayment of Delayed Draw Loans, the applicable Prepayment Amount Amount, if any, determined with respect to such Delayed Draw Loans, as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount Amount, if any, and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of certain events, including including, without limitation, the closing of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Subject to Section 2.11(j), any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of each such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12.

Voluntary Prepayments. The Subject to the payment of any prepayment premium as required under Section 2.03(d) and any other fees or amounts payable hereunder at such time, the Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time, voluntarily prepay the Loans Loans, in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaidpart; provided, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaidthat, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two 11:00 a.m. three (23) Business Days prior to any the date of prepayment and prepayment, (ii) any such prepayment shall only be made on an Interest Payment Date (it being understood that the requirement set forth in this sub-clause (ii) shall not be applicable to any voluntary prepayment in full of the aggregate Outstanding Amount of the Loans in connection with a Facility Termination Date) and (iii) any such prepayment shall be in an aggregate a principal amount of at least the lesser of (A) $5,000,000 and or a whole multiple of $1,000,000 in excess thereof (B) or, if less, the entire principal amount of the Loans thereof then outstanding). Each such notice (a “Voluntary Prepayment Notice”) shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon prepayment and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date payment amount specified in such Voluntary Prepayment Notice, and all such amounts notice shall be due and payable on the date specified therein; provided, that, any such date; provided that a Voluntary Prepayment Notice delivered by Borrower notice of prepayment may state indicate that such notice prepayment is conditioned upon the effectiveness consummation of certain eventsa refinancing of this Agreement, including capital raising or a particular Disposition or the closing occurrence of other credit facilities, in which case such notice a Change of Control and may be revoked by the Borrower in the event such refinancing or other transaction is not consummated, and if so revoked, such prepayment shall not be due and payable. Any prepayment pursuant to this Section 2.03(a) shall be accompanied by (by notice x) all accrued interest on the principal amount of the Loans prepaid, (y) the prepayment premium required under Section 2.03(d) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Each such prepayment shall be applied (x) with respect to Administrative Agent any such prepayment on or prior to [June 30, 2021], ratably to the specified effective dateTerm A Facility, the Term B-1 Facility, the Term B-2 Facility, the Term B-3 Facility and the Term C Facility and (y) if with respect to any such conditions are not satisfiedprepayment after [June 30, 2021], ratably to the Term A Facility, the Term B-1 Facility, the Term B-2 Facility, the Term B-3 Facility and the Term C Facility and to the principal repayment installments thereof on a pro rata basis. Any Voluntary Prepayment described in this Section 2.04 Each such prepayment shall be made applied to the Administrative Agent for the ratable accounts Loans of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given Lenders in accordance with Section 6.12their respective Applicable Percentages in respect of each of the relevant Facilities.

Voluntary Prepayments. The (i) Any Borrower may, upon notice to shall have the Administrative Agent, right at any time or and from time to time, voluntarily time to prepay the Loans any Borrowing in whole or in part (a “Voluntary Prepayment”) part, subject to prior notice in an amount equal to accordance with the sum provisions of (x) this Section 2.11(a). The applicable Borrower, or the aggregate principal amount Company on behalf of the Loans being prepaidapplicable Borrower, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 p.m.noon, two Local Time, three (23) Business Days prior to any (in the case of a Eurocurrency Borrowing denominated in Dollars or a BA Equivalent Borrowing) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment and or (iiC) any in the case of prepayment shall be in an aggregate principal amount of at least a Swingline Loan, not later than 12:00 noon, Local Time, on the lesser date of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstandingprepayment. Each such notice (a “Voluntary Prepayment Notice”) shall be irrevocable and shall specify the prepayment date of such prepayment, and the principal amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant each Borrowing or portion thereof to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such dateprepaid; provided that that, (x) if a Voluntary Prepayment Notice delivered notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Borrower Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 and (y) a notice of prepayment of Loans may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Company or applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such conditions are condition is not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent for shall advise the ratable accounts Lenders under the 2021 Revolving Facility, 2023 Revolving Facility, Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, of the Lenderscontents thereof. The Administrative Agent Each partial prepayment of any Borrowing shall forward be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type and Class as provided in Section 2.02. Each prepayment of a 2021 Revolving Borrowing shall be applied ratably to each Lender its Ratable Share the 2021 Revolving Loans included in the prepaid Borrowing. Each prepayment of a 2023 Revolving Borrowing shall be applied ratably to the 2023 Revolving Loans included in the prepaid Borrowing. Each prepayment of a Tranche A-1 Term Loan Borrowing or Tranche A-2 Term Loan Borrowing under this Section 2.11(a) shall be applied against the remaining installments of principal due with respect to Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, in the manner specified by the relevant Borrower or, if not so specified on or prior to the date of such paymentprepayment, on a pro rata basis to the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, and ratably to the Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, included in the prepaid Borrowing and ratably against the remaining installments of principal due with respect to the Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made accompanied by (i) accrued interest to the extent required by Section 2.13 and given in accordance with (ii) break funding payments pursuant to Section 6.122.16 (if any).

Voluntary Prepayments. The Reductions in Revolving Loan Commitments and Acquisition Loan Commitments. Borrower may, upon notice to the Administrative Agent, may at any time or from time on at least 5 days' prior written notice to time, voluntarily prepay the Loans in whole or in part Agent permanently reduce (a “Voluntary Prepayment”) in an amount equal to the sum of (xbut not terminate) the aggregate principal amount of Revolving Loan Commitment or the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04Acquisition Loan Commitment; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (iiA) any prepayment such reductions shall be in an aggregate principal a minimum amount of at least the lesser of (A) $5,000,000 and integral multiples of $250,000 in excess of such amount, (B) the entire principal Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) Revolving Loan outstanding and the Acquisition Loan Commitment shall specify the date of such prepayment, not be reduced to an amount less than the amount of principal being prepaid the Acquisition Loan outstanding, and (C) after giving effect to such reductions, Borrower shall comply with Section 1.3(b)(i). Borrower may at any time on at least ten 10 days' prior written notice to Agent terminate the Revolving Loan Commitment and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make Acquisition Loan Commitment; provided that upon such prepayment, together with termination all accrued interest thereon Loans and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B hereto. Borrower may at any time on at least ten 10 days' prior written notice to Agent terminate only the Acquisition Loan Commitment; provided that upon such datetermination all Acquisition Loans and other Obligations relating to the Acquisition Loans shall be immediately due and payable in full. Any voluntary prepayment and any reduction or termination of the Revolving Loan Commitment or the Acquisition Loan Commitment must be accompanied by payment of the Fee required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts permanent reduction of the LendersRevolving Loan Commitment shall require a corresponding pro rata reduction in the L/C Sublimit. The Administrative Agent Upon any such reduction or termination of the Acquisition Loan Commitment, Borrower's right to request Acquisition Loan Advances shall forward simultaneously be permanently reduced or terminated, as the case may be. Each notice of partial prepayment shall designate the Loan or other Obligations to each Lender its Ratable Share of which such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall prepayment is to be made and given in accordance with Section 6.12applied.

Voluntary Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time, voluntarily prepay the Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must Loan may not be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective dateRevolving Credit Period Expiration Date other than (i) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts prepayments of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share principal balance of such payment. All Voluntary Prepayments the Loan which arise from payments of one or more Pledged Receivables by the related Obligor(s) and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.122.5 and/or (ii) solely with respect to the Tranche B Advances, upon the occurrence of any conduit sale, securitization or securitization type transaction (collectively, a “Securitization Event”), upon at least sixty (60) days’ prior written notice to Agent, so long as the Loan or this Agreement shall not be terminated in connection therewith, provided, the prepayment of the Tranche B Advances following a Securitization Event (with no prepayment premium) shall be limited to once per calendar year (separately or together for each of Loans in respect of Eligible A Receivables and Loans in respect of Eligible B Receivables) during the Revolving Credit Period and no such prepayment shall be made during the three (3) calendar months preceding the Revolving Credit Period Expiration Date; provided, further, that any Receivables selected to be sold, transferred or contributed in connection with such Securitization Event must be selected from all similar Receivables of Borrower at random and with no intention to select Receivables in a manner that would be more adverse (as determined by Agent in its Permitted Discretion) to Agent or Lenders than other Receivables of Borrower. At any time after the Revolving Credit Period Expiration Date, subject to the terms of this Agreement and the payment of the applicable prepayment premium set forth in this Section 2.6(a) (other than with respect to prepayments of the principal balance of the Loan which arise from payments of one or more Pledged Receivables by the related Obligor(s) or any other proceeds of Collateral and in accordance with Section 2.5), Borrower may terminate financing under this Agreement, and prepay the Loan in whole, but not in part. Such permitted prepayment in full shall be known as a “Voluntary Termination”), and may be effected only by providing Agent with written notice (the “Termination Notice”). The Termination Notice shall be provided to the Agent at least sixty (60) calendar days’ prior to the specific date upon which Borrower intends to cease financing hereunder and prepay the Obligations in full, which date shall be known as the “Voluntary Termination Date”). In connection with a Voluntary Termination, if Borrower does not pay and perform all Obligations on the Voluntary Termination Date, Borrower may subsequently terminate financing under this Agreement only upon delivering to Lender a new Termination Notice and otherwise complying with this Section 2.6(a). In connection with a Voluntary Termination whereby the Voluntary Termination Date is on or before the date of the first anniversary of the Revolving Credit Period Expiration Date, the Indebtedness owing and to be paid by Borrower to Agent, for the benefit of Lenders, on the Voluntary Termination Date shall include as liquidated damages, not as a penalty, an amount equal to three percent (3%) multiplied by the then outstanding principal balance of the Loan. In connection with a Voluntary Termination whereby the Voluntary Termination Date is after the date of the first anniversary of the Revolving Credit Period Expiration Date and is on or before the date of the second anniversary of the Revolving Credit Period Expiration Date, the Indebtedness owing and to be paid by Borrower to Agent, for the benefit of Lenders, on the Voluntary Termination Date shall include as liquidated damages, not as a penalty, an amount equal to two percent (2%) multiplied by the then outstanding principal balance of the Loan. In connection with a Voluntary Termination whereby the Voluntary Termination Date is after the date of the second anniversary of the Revolving Credit Period Expiration Date, Borrower shall not have to pay any liquidated damages under this Section 2.6(a) in connection with such Voluntary Termination.

Voluntary Prepayments. The Reductions in Revolving Loan Commitments. --------------------------------------------------------------- Borrower may, upon notice to the Administrative Agent, may at any time or from time on at least 5 days' prior written notice to time, Agent (i) voluntarily prepay all or part of the Loans in whole or in part Term Loan and/or (a “Voluntary Prepayment”ii) in an amount equal to the sum of permanently reduce (xbut not terminate) the aggregate principal amount Revolving Loan Commitment, in each case, in increments of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04$5,000,000; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) the Revolving Loan Commitment shall not be -------- reduced to an amount less than $5,000,000 190,000,000, and (B) the entire principal amount of the Loans then outstanding. Each after giving effect to such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepaymentreductions, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make comply with Section 1.3(b)(i). Borrower may at any ----------------- time on at least ten 10 days' prior written notice to Agent terminate the Revolving Loan Commitment, provided that upon such prepayment, together with termination all accrued interest thereon Loans and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts -------- other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B hereto. Any voluntary prepayment and any reduction or ------- termination of the Revolving Loan Commitment must be accompanied by the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any --------------- such reduction or termination of the Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on such dateits behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided that a Voluntary Prepayment Notice delivered by Borrower may state permanent reduction of the Revolving Loan Commitment shall not -------- require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Loan or other Obligations to which such prepayment is to be applied; provided that such notice is conditioned upon any partial prepayments of the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 Term -------- Loan shall be made applied to prepay the Administrative Agent for the ratable accounts scheduled installments of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share Term Loan in inverse order of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12maturity.

Voluntary Prepayments. The Borrower mayExcept if an Event of Default exists, upon notice subject to the Administrative AgentCollateral Agency and Intercreditor Agreement and Section 4.4 of this Agreement, the Issuers may prepay all or a portion of the Notes at any time without penalty or from time premium; except as provided in Section 4.2.1; provided that no Last Out Notes shall be prepaid in cash prior to timethe First Out Notes (including any accrued and unpaid interest) being Paid in Full in cash and no voluntary prepayments of the Notes may be made without the consent of all of the Purchasers holding First Out Notes. For any prepayment pursuant to this Section 4.3.2: (a) until repayment of the First Out Obligations in full, voluntarily Issuer Representative shall provide written notice to Notes Agent and each Purchaser of its election to prepay the Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of Notes (x) prior to the signing of a definitive merger agreement for a Qualified SPAC Merger, at least thirty (30) days prior to the date of such prepayment, or (y) after the signing of a definitive merger agreement for a Qualified SPAC Merger, at least sixty (60) days prior to the date of such prepayment which notice shall specify the date of the proposed prepayment (the “Prepayment Date”); and (b) Issuer Representative shall pay, on the Prepayment Date (i) the outstanding principal amount of the First Out Notes (including the Contingent Value Rights Payment) to be prepaid together with all accrued and unpaid interest thereon; (ii) (A) solely with respect to a voluntary prepayment of the Last Out Notes following receipt of consent of the Majority Purchasers if the First Out Obligations have not been paid in full, the Payment Premium with respect to the aggregate principal amount of the Loans Last Out Notes being prepaid, (y) the applicable Prepayment Amount ; and (ziii) all accrued interest on the amount prepaidother sums, together if any, that shall have become due and payable hereunder with any additional amounts required pursuant respect to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepaymentthis Agreement, the amount of principal being Notes to be prepaid and the applicable Prepayment Amount determined as set forth in other Note Documents; the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all receipt of such amounts shall be deemed Payment in Full for any and all amounts due under the Notes to be prepaid. At any time during the 30 or 60-day notice period (as applicable) prior to the Prepayment Date, any or all holders of any FF Ventures First Out Notes may provide the Issuers with notice of such holders’ intention to convert such FF Ventures First Out Notes pursuant to Section 4.3.3(c), and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that any FF Ventures First Out Notes for which such notice is conditioned upon delivered to the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or Issuers prior to the specified effective date) if such conditions are Prepayment Date shall not satisfied. Any Voluntary Prepayment described in this Section 2.04 be subject to prepayment and shall be made converted to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given SPAC Conversion Shares in accordance with Section 6.124.3.3(c) and upon such conversion, shall be deemed Paid in Full.

Voluntary Prepayments. The Except as otherwise provided herein, Borrower may, upon notice shall not have the right to the Administrative Agent, at any time or from time to time, voluntarily prepay the Loans Loan in whole or in part part. Subject to Section 2.4.3 and Section 11.34 hereof, Borrower may, at its option and upon thirty (a “Voluntary Prepayment”30) days’ irrevocable prior written notice to Lender (which notice shall specify the proposed Prepayment Date), prepay the Debt in an amount equal whole (but not in part). Any prepayment received by Lender shall be accompanied by and is subject to the sum receipt by Lender of (xa) all interest which would have accrued on the aggregate principal amount of the Loans being prepaidLoan to be prepaid through and including the last day of the Interest Period during which the proposed Prepayment Date occurs, (yb) the applicable Prepayment Amount Repayment Premium, if any, (c) [intentionally omitted] and (zd) all accrued interest on other sums then due and payable under this Agreement, the amount prepaidNote, together with any additional amounts required the TL Participation Agreement and the other Loan Documents. If a notice of prepayment is given by Borrower to Lender pursuant to this Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment2.4.1, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, designated for prepayment and all such amounts other sums required under this Section 2.4 shall be due and payable on the proposed Prepayment Date. Borrower shall pay all of Lender’s fees, costs and expenses incurred by Lender in connection with such date; provided that a Voluntary Prepayment Notice delivered prepayment or notice of prepayment, as the case may be, all such fees, costs and expenses being payable by Borrower may state that such notice is conditioned to Lender immediately following Lender’s demand therefor. The Repayment Premium shall be deemed earned by Lender upon the effectiveness funding of certain eventsthe Loan, including the closing of shall be required whether payment is made by Borrower or any other credit facilitiesPerson, in which case such notice and may be revoked included in any bid by Lender at a foreclosure sale. Borrower acknowledges that the provisions of this Section 2.4.1 were independently bargained for and constitute a specific material part of the consideration given by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent Lender for the ratable accounts making of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12Loan.

Voluntary Prepayments. The Borrower may, upon notice to the Administrative Agent, Borrowers may at any time on at least three (3) Business Days' prior written notice by Borrower Representative to the Agents voluntarily prepay, all or from part of the Term Loans; provided that any such prepayments shall be in a minimum amount of $250,000 and integral multiples of $250,000 in excess of such amount and shall be accompanied by payment of all fees required to be paid pursuant to Section 2.7(c); provided additionally that no such prepayment, other than in connection with the payment in full of all Obligations and termination of all Commitments, shall be made unless: (i) Administrative Agent shall have received an officer's certificate and accompanying financial information demonstrating after giving pro forma effect to such prepayment that Borrowing Availability shall not be less than $15,000,000 for the thirty (30) day period immediately preceding the date of the proposed payment (assuming such prepayment was made on the first day of such prior thirty (30) day period), and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such prepayment. In addition, Borrowers may at any time after Borrowers have prepaid all of the Term Loans and on at least three (3) Business Days' prior written notice by Borrower Representative to timethe Agents terminate all of the Revolving Loan Commitment; provided that upon such termination, voluntarily prepay all Revolving Loans and other Obligations owing to the Loans Revolving Lenders shall be immediately due and payable in whole full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in part (accordance with Section 2.2; provided further that following a “Voluntary Prepayment”) in Major Asset Disposal, Borrowers may permanently reduce the Revolving Loan Commitment to an amount equal not less than $37,500,000 upon three (3) Business Days notice by Borrower Representative to Agents so long as the sum of (x) the aggregate outstanding principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent aggregate Revolving Loan would not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least exceed the lesser of (A) $5,000,000 any Borrowing Base and (B) the entire principal amount Maximum Amount at the time of such proposed reduction. Any such voluntary prepayment of Term Loans or termination or partial permanent reduction of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify Revolving Loan Commitments must be accompanied by the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts payment of the LendersFee required by Section 2.7(c), if any. The Administrative Agent Upon any such prepayment and termination of the Revolving Loan Commitment, each Borrower's right to request Revolving Credit Advances or request that Letter of Credit Obligations be incurred on its behalf shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall simultaneously be made and given in accordance with Section 6.12terminated.

Voluntary Prepayments. The Borrower mayshall have the right to make payments on the Revolving Loan and, upon subject to the limitations in Subsection 5.7.2 hereof, to prepay (“Voluntary Prepayments”) all or any part of the outstanding principal balance under the Term Loan, the Voluntary Converted Loan and/or the Automatic Converted Loan at any time, in minimum amounts of $1,000,000.00 and in integral multiples of $500,000.00 in the event such prepayment occurs prior to the date on which Borrower acquires 100% of the Gold Xxxx Stock, or in minimum amounts of $5,000,000 and integral multiples of $1,000,000 thereafter (or the entire outstanding balance in each case, if less) on any Banking Day; provided that (a) in the event of prepayment of any LIBO Rate Loan or the Floating Rate Tranche (i) Borrower must provide three (3) Banking Days notice to the Administrative Agent, at any time or from time to time, voluntarily prepay the Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment making such prepayment, and (ii) any prepayment shall be in an aggregate principal amount Borrower must, at the time of at least the lesser of making such prepayment, pay (A) $5,000,000 all Funding Losses applicable to such prepayment, and (B) the entire principal amount all interest accrued as of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid ; and the applicable Prepayment Amount determined as set forth (b) in the definition thereof. The event of prepayment of the Fixed Rate Tranche, Borrower shall make must, at the time of making such prepayment, together with pay (A) all Prepayment Fees applicable to such prepayment, and (B) all interest accrued interest thereon and as of the related Prepayment Amount and any additional date of such prepayment. Principal amounts required pursuant to Section 3.04 paid or voluntarily prepaid on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, Revolving Loan (but not including the closing of other credit facilities, in which case such notice Voluntary Converted Loan) may be revoked by Borrower (by notice to Administrative Agent reborrowed under the terms and conditions of this Credit Agreement during the Revolving Availability Period. Principal amounts paid or voluntarily prepaid on or prior to the specified effective date) if such conditions are Term Loan may not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12reborrowed.

Voluntary Prepayments. The the Administrative Borrower mayshall notify the Administrative Agent (and, upon notice in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile to the Administrative Agent (or, in the case of prepayment of a Swingline Loan, by facsimile to the Swingline Lender, with copy to the Administrative Agent)), at or by “pdf” electronic transmission or by facsimile of any time or from time to prepayment hereunder (i) in the case of prepayment of a LIBOR Borrowing, not later than 2:00 p.m., New York City time, voluntarily prepay three Business Days before the Loans in whole or in part date of prepayment, (a “Voluntary Prepayment”ii) in the case of prepayment of an amount equal to ABR Borrowing, not later than 11:00 a.m., New York City time, on the sum Business Day of prepayment, or (xiii) in the aggregate case of prepayment of a Swingline Loan, not later than 2:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of the Loans being each Borrowing or portion thereof to be prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice must of ITEC ABL Credit Agreement prepayment may be received by revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to shall advise the Lenders of the contents thereof. Each partial prepayment of any date of prepayment and (ii) any prepayment Borrowing shall be in an aggregate principal amount that would be permitted in the case of at least the lesser an advance of (A) $5,000,000 and (B) the entire principal amount a Borrowing of the Loans then outstandingsame Type as provided in Section 2.02. Each such notice prepayment of a Borrowing pursuant to this paragraph (a “Voluntary Prepayment Notice”c) shall specify the date of such prepaymentbe applied to Swingline Loans until paid in full, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereofbefore application to Revolving Loans. The Borrower Prepayments shall make such prepayment, together with all be accompanied by accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this extent required by Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.122.13.

Voluntary Prepayments. The Borrower mayshall have the right to prepay Term Loans and Revolving Credit Loans, upon notice without premium or penalty (other than as provided in Section 4.1(b) and amounts, if any, required to be paid pursuant to Section 2.11 with respect to prepayments of Term SOFR Loans made on any date other than the Administrative Agentlast day of the applicable Interest Period), at any time or from time to time, voluntarily prepay the Loans in whole or in part part, from time to time on the following terms and conditions: (a “Voluntary Prepayment”a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office revocable written notice (or telephonic notice promptly confirmed in an writing) of its intent to make such prepayment, the amount equal of such prepayment and, in the case of Term SOFR Loans, the specific Borrowing(s) pursuant to which made, which notice shall be given by the sum of Borrower no later than 1:00 p.m. (x) one Business Day prior to (in the aggregate principal amount case of the Loans being prepaid, ABR Loans) or (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) three Business Days prior to (in the case of Term SOFR Loans) (or, in each case, such shorter time as the Administrative Agent may agree), (b) each partial prepayment of any date Borrowing of prepayment and (ii) any prepayment Term Loans or Revolving Credit Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of Term SOFR Loans made pursuant to a single Borrowing shall reduce the lesser of (A) $5,000,000 outstanding Term SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Term SOFR Loans and (Bc) any prepayment of Term SOFR Loans pursuant to this Section 5.1 on any day prior to the entire principal amount last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans in such manner as the Borrower may determine and (b) in the case of Term Loans, applied to reduce Term Loan Repayment Amounts in such order as the Borrower may determine. In the event that the Borrower does not specify the order in which to apply prepayments of Term Loans to reduce Term Loan Repayment Amounts or prepayments of Term Loans as between existing Classes of Term Loans, the Borrower shall be deemed to have elected that in the case of Term Loans, such prepayments be applied to reduce the Term Loan Repayment Amounts of the applicable Class of Term Loans in direct order of maturity and on a pro rata basis among the applicable Class or Classes, if a Class or Classes were specified, or among all Classes of Term Loans then outstanding, if no Class was specified. Each such notice All prepayments under this Section 5.1 shall also be subject to the provisions of Section 5.2(d) or (a “Voluntary Prepayment Notice”) shall specify e), as applicable. At the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth Borrower’s election in the definition thereof. The Borrower shall make such prepayment, together connection with all accrued interest thereon and the related Prepayment Amount and any additional amounts required prepayment pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 5.1, such prepayment shall not be made applied to the Administrative Agent for the ratable accounts any Loan of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12a Defaulting Lender.

Voluntary Prepayments. The Borrower may, upon notice to the Administrative Agent, at any time or from time to time, voluntarily terminate financing under this Agreement and prepay the Loans Indebtedness in whole or in part full (a “Voluntary PrepaymentTermination”) in an amount equal by providing Lender with written notice (the “Termination Notice”) at least ninety (90) calendar days prior to the sum specific date upon which Borrower intends to cease financing hereunder and prepay the Indebtedness in full (the “Termination Date”). After receipt of the Termination Notice, Lender shall cease making advances under this Agreement and all Indebtedness shall be immediately due and payable upon the earlier of the Maturity Date or the Termination Date, as applicable. In connection with a Voluntary Termination, the Indebtedness owing and to be paid by Borrower to Lender on the Termination Date shall include as liquidated damages, not as a penalty, the Liquidated Damages. Notwithstanding any other provision of any Loan Document, no termination of financing under this Agreement shall affect Lender’s rights or any of the Indebtedness existing as of the Termination Date, and the provisions of the Loan Documents shall continue to be fully operative until the Indebtedness (xother than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in cash in full. The Liens granted to the aggregate principal Collateral Agent for the benefit of Lender under the Loan Documents and the financing statements filed pursuant thereto and the rights and powers of Secured Parties thereunder shall continue in full force and effect until (a) all of the Indebtedness (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) has been fully performed and indefeasibly paid in full in cash, and (b) financing under this Agreement has been terminated, as provided herein. Lender hereby agrees to give Borrower written confirmation of the amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date Indebtedness in a timely fashion following receipt of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Termination Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12.

Voluntary Prepayments. The Borrower may, Subject to the Subordination Agreement and upon notice to the Administrative Agentgiven as provided in this Section 2.4(b)(i), Company, at its option, may prepay at any time after the third anniversary of the Restatement Effective Date all or from time to time, voluntarily prepay the Loans in whole or in time any part (a “Voluntary Prepayment”) in an aggregate amount of $500,000 or any greater amount which is an integral multiple of $100,000, or if the aggregate outstanding principal balance of the Restated Notes is less than $500,000, in an amount equal to the sum aggregate outstanding principal balance of the Restated Notes) of the principal amount of the Restated Notes, including any other interest added to the principal amount of the Restated Notes on or prior to the most recent Interest Payment Date, together with all accrued but unpaid Current Interest and Default Interest, if any, accrued since the most recent Interest Payment Date on the principal amount being prepaid to the date of such prepayment plus the applicable Prepayment Premium (xand, if all of the Restated Notes are being prepaid, the Deferred Interest Amount). The Restated Notes shall not be voluntarily prepayable pursuant to this Section 2.4(b)(i) on or prior to the third anniversary of the Restatement Effective Date. Company shall call Restated Notes for prepayment pursuant to this Section 2.4(b)(i) by giving written notice thereof to Purchasers not less than three (3) Business Days nor more than 60 days prior to the date fixed for such prepayment. Any notice pursuant to this Section 2.4(b)(i) shall specify (a) the date fixed for such prepayment; (b) the principal amount (including any other interest added to the principal amount of the Restated Notes on or prior to the most recent Interest Payment Date) to be prepaid on such date; (c) the amount of accrued Current Interest and Default Interest, if any, to be paid or anticipated to be paid on such date; and (d) the amount of the Prepayment Premium (and, if applicable, the Deferred Interest Amount) to be paid in connection therewith. Notice of prepayment having been so given, the aggregate principal amount of the Loans being prepaidRestated Notes so to be prepaid as specified in such notice, (y) together with accrued Current Interest and Default Interest, if any, thereon to such date fixed for prepayment, plus the applicable Prepayment Amount Premium (and, if applicable, the Deferred Interest Amount), shall become due and (z) all accrued interest on payable in the amount prepaid, together with any additional amounts required case of a prepayment pursuant to Section 3.04; 2.4(b)(i), on the specified prepayment date, provided that Company provides Purchasers with at least three (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (23) Business Days Days’ prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12.

Voluntary Prepayments. The Borrower mayExcept for regular payments of interest and principal as provided hereunder, prepayments, (i) shall not be permitted during the first Loan Year, and (ii) may be made in whole, but not in part, upon five (5) days prior written notice to the Administrative Agent, Agent at any time after the end of the first Loan Year upon payment of the applicable Prepayment Premium (whether such prepayment results from voluntary payments by Borrower, acceleration, or from otherwise); provided, however, that (A) payments or prepayments of Pledged Notes Receivable made by Purchasers who are not directly or indirectly solicited by Borrower to make such prepayment shall not violate this Section 2.5(a), and no Prepayment Premium shall be payable as a result of any such payment by Purchasers; and (B) if at any time the Borrower wishes to timerelease any Pledged Notes Receivable for the purpose of including those Pledged Notes Receivable in a Securitization pooling or similar conduit transaction, voluntarily and after 30 days’ prior written notice to Agent, Borrower may prepay the Loans principal balance of the Loan in whole or in part (a “Voluntary Prepayment”) in an amount part, to the extent necessary to cause the then current outstanding unpaid principal balance of the Loan to be equal to or less than the sum Borrowing Base, and no Prepayment Premium will be due where such prepayment is the result of (x) a Securitization closing, as certified by Borrower to Agent. If Borrower voluntarily prepays the aggregate principal amount entire Receivables Loan for any reason other than pursuant to a Securitization, such prepayment must be accompanied by full payment of the Loans being prepaid, (y) outstanding balance under the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12Inventory Loan.

Voluntary Prepayments. The Except as otherwise expressly provided herein, Borrower may, upon notice shall not have the right to the Administrative Agent, at any time or from time to time, voluntarily prepay the Loans Loan in whole or in part prior to the Maturity Date. Borrower may, at its option and upon at least thirty (30) days prior written notice to Lender specifying the Business Day on which such prepayment is to be made (a “Voluntary PrepaymentPrepayment Date”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or at any time prior to the specified effective datePrepayment Date provided that Borrower shall reimburse Lender for any costs incurred by Lender as a result of such revocation), prepay the Debt in whole, but not in part (except as otherwise expressly permitted under this Agreement), provided that such prepayment is accompanied by (a) all interest accrued on the amount of the Loan being so prepaid through and including the last day of the Interest Accrual Period in effect as of such Prepayment Date, (b) all other sums due and payable under this Agreement and the other Loan Documents, including, but not limited to any amounts due under Section 2.2.4 hereof and all of Lender’s out-of-pocket costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment, and (c) the Prepayment Premium applicable to such payment (if such conditions are not satisfiedany). Any Voluntary Prepayment described in this Section 2.04 Unless an Event of Default then exists, any voluntary prepayment of the Loan and the Mezzanine Loan shall be made such that Lender and Mezzanine Lender shall receive their respective pro rata share of any principal amount so repaid (based on the respective outstanding principal balances of the Loan and the Mezzanine Loan in effect at such time). Notwithstanding the foregoing, in no event shall Borrower be permitted to prepay the Debt on a date during an Interest Accrual Period (other than a prepayment of the Debt in whole on a Payment Date) which is prior to the Administrative Agent Determination Date for the ratable accounts of the Lenderssuch Interest Accrual Period. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12.2.5.2

Voluntary Prepayments. The Borrower may, upon notice to the Administrative Agentwith no advance notice, at any time or from time to time prepay the Revolving Loans, Swing Line Loans and Fronting Lender Advances, if such prepayment is effected through the EFT System (it being understood and agreed that payments through the EFT System must be entered and transmitted by no later than 3:00 p.m., Detroit time, voluntarily prepay on a Business Day); provided that if the Borrower makes a prepayment on the Revolving Loans, Swing Line Loans in whole or in part (a “Voluntary Prepayment”) Fronting Lender Advances other than through the EFT System or, if the Revolving Outstandings immediately prior to such prepayment exceed $100,000,000, in an amount equal that would reduce the Revolving Outstandings to (or to an amount less than) $100,000,000 (even if such payment is effected through the sum of (x) EFT System), it must give the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such Agent notice must be received by the Administrative Agent not no later than 12:00 p.m., two (2) Detroit time, on the Business Days Day prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment; provided, further, that all prepayments pursuant to this sentence may be made without premium or penalty and are permitted to be made in order to prepay the amount of principal being prepaid Revolving Loans, Swing Line Loans and the applicable Prepayment Amount determined as set forth Fronting Lender Advances, in the definition thereofwhole or in part. The Borrower shall make such prepaymentmay, together with all accrued interest thereon and by giving notice to the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 Agent no later than 12:00 p.m., Detroit time, on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or Business Day prior to the specified effective datedate of prepayment, but only if no Fronting Lender Advances, Swing Line Loans or Revolving Loans are outstanding, prepay the entire (but not less than the entire) if such conditions are not satisfiedoutstanding principal amount of the Term Loans, without premium or penalty. Any Voluntary Prepayment described in Each prepayment pursuant to this Section 2.04 shall be made together with accrued and unpaid interest to the Administrative Agent date of such prepayment on the principal amount paid. Reference is made to Section 7.2 for the ratable accounts application of the Lenders. The Administrative Agent shall forward prepayments pursuant to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12this Section.

Voluntary Prepayments. The Borrower may, upon notice to Borrowers shall have the Administrative Agent, right at any time or and from time to timetime to prepay any Borrowing (other than Bankers’ Acceptances), voluntarily prepay the Loans in whole or in part part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent (with respect to US Borrowings) or the Canadian Funding Agent (with respect to Canadian Borrowings) no later than 12:00 noon (New York time) (i) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing or Canadian Prime Rate Borrowing, not less than one (1) Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid, if any. Upon receipt of any such notice, the applicable Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 4.6(c); provided, that if a “Voluntary Prepayment”) Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrowers shall also pay all amounts required pursuant to Section 4.12. No Bankers’ Acceptances may be prepaid. Each partial prepayment of any Loan shall be in an amount equal that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.2. Each prepayment of a Borrowing shall be applied ratably to the sum Loans comprising such Borrowing. Any prepayment of (x) the aggregate principal amount of the Loans being prepaida Eurodollar Rate Loan, (y) the applicable Prepayment Amount and (z) shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.124.12.

Voluntary Prepayments. The Borrower Company may, at its option, at any time and from time to time, prepay the Loans and the Reimbursement Obligations, in whole or in part, upon giving, in the case of any Revolving Credit Loan that is a Eurodollar Loan, or any Term Loan, three Business Days' prior written notice to the Administrative Agent, at and, in the case of any time or from time Revolving Credit Loan that is a Base Rate Loan, prior written notice on the same Business Day to time, voluntarily prepay the Loans in whole or in part Administrative Agent. Such notice shall specify (a “Voluntary Prepayment”1) in an the case of any prepayment of Loans, the date and amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any whether the prepayment shall be in an aggregate principal amount of at least the lesser of is (A) $5,000,000 of Term Loans or Revolving Credit Loans, or a combination thereof and (B) of Eurodollar Loans, Base Rate Loans or a combination thereof, and, in each case if a combination thereof, the entire principal amount allocable to each; and (2) in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the Loans then outstandingapplicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Each Upon receipt of such notice (a “Voluntary Prepayment Notice”) notice, the Administrative Agent shall specify promptly notify each Applicable Lender of the date contents thereof and of such Lender's Applicable Percentage of such prepayment. If any such notice is given, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts notice shall be due and payable on the date specified therein, together with (if a Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Section 2.18 and, in the case of prepayments of the Term Loans only, accrued interest to such date; provided that a Voluntary Prepayment Notice delivered by Borrower date on the amount prepaid. Prepayments of (i) the Term Loans pursuant to this Section 2.10(c) shall be applied, first, to the Tranche A Term Loans and the Tranche B Term Loans (A) pro rata based on outstanding principal amount thereof at the time of such prepayment and (B) pro rata to the respective installments of principal thereof, and (ii) the Revolving Credit Loans and the Reimbursement Obligations pursuant this Section shall be applied, first, to payment of the Revolving Credit Loans then outstanding, second, to payment of any Reimbursement Obligations then outstanding and, last, to Cover any outstanding Letter of Credit Liability. Notwithstanding the foregoing, in respect of any partial prepayment of Term Loans (until such time as the Tranche A Term Loans have been repaid in full) pursuant to this Section 2.10(c), any Tranche B Term Loan Lender may, at its option, irrevocably decline receipt of its Tranche B Term Loan share of any such prepayment, and, if such Lender so declines, such share shall be applied as an additional prepayment of the Tranche A Term Loans and the other Tranche B Term Loans in accordance with the immediately preceding sentence, as further adjusted pursuant to balance of this Section 2.10(c). Any Tranche B Term Loan Lender may state that notify the Administrative Agent and the Company of its election to decline its Tranche B Term Loan share of all such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilitiesprepayments, in which case event such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to effective until such Lender notifies the Administrative Agent for and the ratable accounts Company to the contrary. Any Tranche B Term Loan Lender that wishes to decline receipt of its share of any given prepayment pursuant to this Section 2.10(c), shall promptly, and in any event no later than 10:00 a.m. (Houston, Texas time) on the date following receipt of its notice of such prepayment, notify the Company and the Administrative Agent of such election. Any Tranche B Term Loan Lender that has not provided notice pursuant to one of the Lenderstwo preceding sentences prior to such 10:00 a.m. deadline shall be deemed to have elected to accept such prepayment. The Administrative Agent shall forward promptly provide, to each all such accepting Tranche B Term Loan Lenders, notice of the principal amount of the Tranche B Term Loans that such Lenders have elected to decline. Any such accepting Lender may, at its Ratable Share option, irrevocably decline receipt of its share of any such declined shares of such payment. All Voluntary Prepayments prepayment (and Voluntary Prepayment Notices shall indicate in such notice whether it elects to accept or decline receipt of its share of such prepayment declined by such other Lenders pursuant to this sentence), and, if such Lender so declines, such share shall be made applied as an additional prepayment of the Tranche A Term Loans and given the other Tranche B Term Loans in accordance with this Section 6.122.10(c). Any Tranche B Term Loan Lender that wishes to decline receipt of its share of the reallocation of such declined shares, shall promptly, and in any event no later than 10:00 a.m. (Houston, Texas time) on the date following receipt of the notice from the Administrative Agent regarding such declined shares, notify the Company and the Administrative Agent of such election. Any such accepting Lender that has not provided such notice prior to such 10:00 a.m. deadline shall be deemed to have elected to accept the full amount of its share of such prepayment. Each prepayment of Base Rate Loans shall be in the minimum principal amount of $1,000,000 and in integral multiples of $100,000 and each prepayment of Eurodollar Loans shall be in the minimum principal amount of $3,000,000 and in integral multiples of $100,000 or, in the case of either Base Rate Loans or Eurodollar Loans, the aggregate principal balance outstanding on the Term Loans or on the Revolving Credit Loans and the Reimbursement Obligations, as applicable.

Voluntary Prepayments. The Borrower may, upon notice to the Administrative Agent, at any time or from time to time, may voluntarily prepay the Loans in whole or in part (a “Voluntary Prepayment”) Outstanding Amount of the Term Loans, in an amount equal not less than $1,000,000.00 or an integral multiple of $100,000.00 in excess thereof (or, if less, the entire Outstanding Amount of the Term Loans), upon not less than ten days prior irrevocable written notice to Administrative Agent. In connection with any such voluntary prepayment, Borrower shall pay the sum of of: (xi) the aggregate principal amount Outstanding Amount of the Term Loans being paid or prepaid, ; plus (yii) the applicable Prepayment Amount and Make-Whole Amount; plus (ziii) all accrued except in connection with any prepayment or repayment made as contemplated by the proviso to the definition of “Make-Whole Amount” contained herein, interest (at the rate then applicable to the Term Loans) on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that in the immediately preceding clause (i) such notice must be received by through and including the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify date that is eighteen months after the Effective Date and the date of repayment or prepayment. In connection with any such voluntary prepayment of the Term Loans, Borrower acknowledges that such prepayment may result in Lenders incurring additional costs, expenses or liabilities, and that, as of the date hereof, it is difficult to ascertain the full extent of such costs, expenses or liabilities. Accordingly, Borrower agrees that the applicable Make-Whole Amount payable in connection with any such voluntary prepayment represents a reasonable estimate of the costs, expenses or liabilities of Lenders in connection with any such prepayment. Without affecting any of any Lending Party’s rights and remedies hereunder or in respect hereof, if Borrower fails to pay the applicable Make-Whole Amount when due, then the amount of principal being prepaid and thereof shall thereafter bear interest until paid in full at the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12Default Rate.

Voluntary Prepayments. The Borrower may, upon notice to the Administrative Agent, may at any time or from time on at least five days' prior written notice to timeeach Co-Agent, voluntarily prepay the Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by voluntarily prepay all or part of the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and Term Loan or (ii) voluntarily prepay all or part of the Revolving Loan and permanently reduce (but not terminate) the Revolving Loan Commitment; provided, that (A) any prepayment such prepayments or reductions shall be in an aggregate principal a minimum amount of at least the lesser of (A) $5,000,000 and integral multiples of $1,000,000 in excess of such amount and (B) the entire principal Revolving Loan Commitment shall not be reduced to an amount less than the greater of (I) $75,000,000 and (II) the L/C Sublimit. Borrower may at any time on at least ten days' prior written notice to Co-Agents terminate the Revolving Loan Commitment; provided, that upon such termination all Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) and other Obligations shall specify the date of such prepayment, the amount of principal being prepaid be immediately due and the applicable Prepayment Amount determined as set forth payable in the definition thereof. The full and Borrower shall make arrangements, in accordance with the terms and conditions of Annex B, for the satisfaction of any outstanding Letter of Credit Obligations. Any such prepayment, together with all accrued interest thereon and the related Prepayment Amount voluntary prepayment and any additional amounts such reduction or termination of the Revolving Loan Commitment must be accompanied by payment of the Fee required pursuant to by Section 3.04 on the date specified in such Voluntary Prepayment Notice1.9(c), if any, each Co-Agent's and each Lender's out-of-pocket expenses, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness payment AMENDED AND RESTATED CREDIT AGREEMENT of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given any LIBOR funding breakage costs in accordance with Section 6.121.13(b). Upon any such prepayment and reduction or termination of the Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, that a permanent reduction of the Revolving Loan Commitment shall require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Loan or other Obligations to which such prepayment is to be applied; provided, that any partial prepayment of the Term Loan made by Borrower shall be applied to prepay the scheduled installments of the Term Loan in inverse order of maturity.

Voluntary Prepayments. The Borrower may, upon notice to the Administrative Agent, Borrowers may at any time or from time to time, voluntarily prepay on at least three (3) days' prior written notice in the case of LIBOR Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days days' prior written notice in the case of Index Rate Loans, to any date Administrative Agent (i) voluntarily prepay all or part of prepayment and the Term Loans, pro rata, in accordance with this SECTION 1.3(a), and/or (ii) voluntarily prepay all or part of the Revolving Loan and/or permanently reduce (but not terminate) the Revolving Loan Commitment; PROVIDED that (A) any prepayment such prepayments or reductions shall be in an aggregate principal a minimum amount of at least $500,000 and integral multiples of $100,000 in excess of such amount, (B) the lesser Revolving Loan Commitment shall not be reduced to an amount less than the greater of (Ax) $5,000,000 and (By) the entire principal amount of L/C Sublimit and (C) Borrowers shall pay to Administrative Agent in connection therewith the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as prepayment premiums set forth in the definition thereofSECTION 1.9(c), if applicable. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and Borrowers may at any additional amounts required pursuant to Section 3.04 time on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower at least three (by 3) days' prior written notice to Administrative Agent on or prior to terminate the specified effective date) if Revolving Loan Commitment, PROVIDED that upon such conditions are not satisfiedtermination all Loans and other Obligations shall be immediately due and payable in full. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts such voluntary prepayment and any such reduction or termination of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share Revolving Loan Commitment must be accompanied by the payment of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given any LIBOR funding breakage costs in accordance with Section 6.12SECTION 1.13(b). Upon any such prepayment and reduction or termination of the Revolving Loan Commitment, Borrowers' right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on their behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; PROVIDED that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each partial prepayment of the Term Loans shall be applied pro rata across all of the Term Loans, based upon the amounts outstanding under each of the Term Loans, and shall reduce each unpaid installment of principal on each Term Loan pro rata. Borrowers may at any time upon at least three (3) days' prior written notice to Administrative Agent, terminate or permanently reduce the Contingent Payment Loan Commitment, PROVIDED that any such reductions shall be in a minimum amount of $500,000 and integral multiples of $100,000 in excess of such amount.

Voluntary Prepayments. The Borrower may(a) Borrower, upon with thirty (30) Business Days’ notice to the Administrative Agent, may at any time or and from time to time, voluntarily time prepay the Loans Principal Amount, in whole or in part part, provided that Borrower gives facsimile notice of such prepayment which shall specify: (a “Voluntary Prepayment”) in an amount equal to the sum of (xi) the aggregate principal date and amount of the prepayment; (ii) whether the prepayment is of LIBOR Loans, Base Rate Loans or a combination thereof, and, if a combination thereof, the amount allocable to each; and (iii) in the case of prepayment of LIBOR Loans, the expiration date of the applicable Interest Period. Prepayment of all or any portion of the Principal Amount may be made in accordance with this Section 2.11(a) provided that: (i) the principal amount prepaid is not less than $1,000,000; (ii) all accrued and unpaid interest to and including the date of such prepayment on the amount being prepaid, prepaid is then paid; (yiii) any amounts payable pursuant to Article III are then paid; (iv) the applicable Prepayment Amount and (z) all accrued interest Fee is then paid on the amount prepaid, together of any prepayment in excess of $7,500,000 in any calendar year; and (v) all fees and expenses incurred by Administrative Agent or Lenders in connection with any additional amounts required the prepayment are then paid. Amounts prepaid may not be reborrowed. Each notice delivered by Borrower pursuant to this Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment 2.11 shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such dateirrevocable; provided that a Voluntary Prepayment Notice notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or not less than three (3) Business Days prior to the specified effective noticed prepayment date) if such conditions are condition is not or will not be satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12.

Voluntary Prepayments. The Borrower may, upon (a) Upon 45 days prior written notice to the Administrative AgentLenders, Borrower may prepay at any time or from time to time, voluntarily prepay least $50,000,000 of the Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, without premium or penalty at any time if the Daily VWAP for the Common Stock has been greater than $12.50 (ythe “Required Conversion Price”) per share for the applicable Prepayment Amount thirty (30) Trading Day period immediately preceding such prepayment date. All prepayments under this Section 2.08 shall be accompanied by accrued and unpaid interest (zincluding Permitted Accrued Interest) all accrued interest and Fees on the principal amount prepaidto be prepaid to but excluding the date of payment. All prepayments pursuant to this Section 2.08 shall be subject to Section 2.11. In order to exercise any such election to prepay all or a portion of the Loans, together the Borrower shall, at the time it gives notice of prepayment, arrange for one or more investment banking firms of national reputation to underwrite the sale of the Common Stock issuable upon conversion of all shares of Preferred Stock that are issuable upon exchange of the Loans pursuant to an underwriting agreement on customary terms for similar offerings of securities. In the event the underwriter(s) are unable to arrange for the sale of such Common Stock at a price at least equal to the Required Conversion Price, the Borrower’s notice of prepayment shall be deemed to have been withdrawn. The Required Lenders at their sole discretion, and without regard to whether the underwriter is able to obtain the Required Conversion Price, may notify the Borrower within five (5) days of notice of prepayment of their election not to proceed with an offering of Common Stock and of their election to exchange and retain Preferred Stock. At the time the Borrower gives any additional amounts notice of prepayment, it will deliver the information and take the actions required pursuant to Section 3.045.15; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any no prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or made prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts termination of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12required waiting period under the HSR Act.

Voluntary Prepayments. The Borrower may, upon notice to outstanding principal amount of the Administrative Agent, at any time or from time to time, voluntarily prepay the Loans Loan may be prepaid in whole or in part only as expressly provided herein, and may not otherwise be prepaid. On any date occurring after the Closing Date, upon not less than ten (10) Business Days’ prior notice to Lender, Borrower may prepay the Loan (a) in whole or (b) in part, solely with respect to this clause (b), pursuant to (i) a Permitted Release in accordance with Section 2.6 hereof (but only to the extent that such prepayment (together with all prior prepayments made pursuant to Permitted Releases, Affected Property Releases and Limited Cure Releases) does not exceed the Permitted Release Threshold), (ii) pursuant to a Limited Cure Release in accordance with Section 8.1(c) hereof or (iii) pursuant to an Affected Property Release in accordance with Section 6.4(d) of the Mortgage Loan Agreement; provided that (A) no Event of Default shall be continuing (other than the Event of Default which is to be cured pursuant to a Limited Cure Release); provided, however, that solely in connection with a prepayment in whole of the Loan, the absence of an Event of Default shall not be a precondition thereto so long as such prepayment complies with all other applicable provisions hereof and (B) any prepayment in whole pursuant to clause (a) hereof or any prepayment pursuant to clause (b) hereof pursuant to a Permitted Release or a Limited Cure Release which occurs prior to the Payment Date occurring in January, 2009 (the “Voluntary PrepaymentLockout Release Date”) shall include the Spread Maintenance Premium. If a prepayment under this Section 2.4.1(a) is made (I) on a Payment Date, then Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the principal balance of the Loan then being prepaid accrued through the end of the Interest Period ending immediately prior to such Payment Date or (II) on a day other than a Payment Date, then Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the principal balance of the Loan then being prepaid which would have accrued through the end of the Interest Period then in effect, notwithstanding that such Interest Period extends beyond the date of such prepayment. Additionally, in connection with any voluntary prepayment pursuant to this Section 2.4.1, the Mortgage Loan and each Other Mezzanine Loan shall be simultaneously prepaid ratably, or if such prepayment is in connection with the release of a Release Property in accordance with Section 2.6 hereof, in an amount equal to the sum of (x) Mortgage Release Amount and the aggregate principal amount of Other Mezzanine Release Amount applicable to such Release Property. Borrower acknowledges and agrees that in connection with any prepayment under the Loans being prepaidMortgage Loan or any Other Mezzanine Loan, (y) the Loan shall be simultaneously prepaid as provided in the Mortgage Loan Agreement or the applicable Prepayment Amount and (z) all accrued interest on Other Mezzanine Loan Agreement. Borrower shall have the amount prepaidright, together with by notice to Lender, to revoke any additional amounts required notice of prepayment given pursuant to this Section 3.04; 2.4.1, provided that (i) such notice must be received by the Administrative Agent is given not later than 12:00 p.m., two the date that is one (21) Business Days Day prior to any the date originally designated as the date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepaymentwithin ten (10) Business Days after demand pay to Lender all reasonable costs and expenses incurred by Lender in connection with the proposed prepayment and/or the revocation thereof, together with all accrued interest thereon including, without limitation, reasonable attorneys’ fees and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12disbursements.

Voluntary Prepayments. The Borrower may, upon notice to Borrowers shall have the Administrative Agent, right at any time or and from time to timetime to prepay any Borrowing (other than Bankers’ Acceptances and the DnB NOR Loans), voluntarily prepay the Loans in whole or in part part, without premium or penalty, by giving irrevocable written notice (a “Voluntary Prepayment”or telephonic notice promptly confirmed in writing) in an amount equal to the sum of Administrative Agent (xwith respect to US Borrowings) or the aggregate principal amount of the Loans being prepaid, Canadian Funding Agent (ywith respect to Canadian Borrowings) the applicable Prepayment Amount and no later than 12:00 noon (zNew York time) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by in the Administrative Agent case of prepayment of any Eurodollar Borrowing, not later less than 12:00 p.m., two three (23) Business Days prior to any date of prepayment and such prepayment, (ii) in the case of any prepayment shall be in an aggregate principal amount of at least the lesser of any Base Rate Borrowing or Canadian Prime Rate Borrowing, not less than one (A1) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of principal being each Borrowing or portion thereof to be prepaid and the applicable Prepayment Amount determined as set forth in Tranche thereof, if any. Upon receipt of any such notice, the definition thereof. The Borrower applicable Agent shall make promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date aggregate amount specified in such Voluntary Prepayment Notice, and all such amounts notice shall be due and payable on the date designated in such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that notice, together with accrued interest to such notice is conditioned upon date on the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given amount so prepaid in accordance with Section 6.124.6(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrowers shall also pay all amounts required pursuant to Section 4.12. No Bankers’ Acceptances may be prepaid; the DnB NOR Loans may not be prepaid except in connection with a permanent reduction in the DnB NOR Commitments made in accordance with Section 4.1(d). Each partial prepayment of any Loan shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.2. Each prepayment of a Borrowing within a Tranche shall be applied ratably to the Loans comprising such Borrowing and Tranche. Notwithstanding the foregoing, each prepayment of a US Borrowing made prior to the Non-Extended Commitment Termination Date shall be applied first to the Non-Extended US Revolving Loans and second, to the extent there are no Non-Extended US Revolving Loans outstanding, to the Extended US Revolving Loans; provided that if an Event of Default has occurred and is continuing at the time of such prepayment, then at the written election of the Required Extending US Lenders, such prepayment of Borrowings shall be applied to all Loans on a pro rata basis. Each prepayment of a Canadian Borrowing shall be applied ratably to the Loans comprising such Canadian Borrowing.

Voluntary Prepayments. The Except as set forth below, the Borrower may, upon notice shall have the right to the Administrative Agent, at any time or from time to time, voluntarily prepay the Loans in whole or in part from time to time, without premium or penalty; provided, however, that each such partial prepayment of Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof. Subject to the foregoing terms, amounts prepaid under this Section 2.3(a) shall be applied first to Revolving Loans and then to the Term Loans. Voluntary prepayments on Term Loans shall not be permitted unless, immediately prior to such prepayment, the aggregate Commitments are equal to the then outstanding principal amount of the Term Loans. All voluntary prepayments of the Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. The Borrower has the option, at any time upon ninety (a “Voluntary Prepayment”90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to the sum of one hundred five percent (x105%) the aggregate principal amount of the Loans being prepaidthen extant Letter of Credit Obligations, or (yii) causing the applicable Prepayment Amount and (z) all accrued interest on original Letters of Credit to be returned to the amount prepaidIssuing Bank), in full, together with any additional amounts required the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrower has sent a notice of termination pursuant to Section 3.04; provided that the provisions of this section, then the Commitments shall terminate and the Borrower shall be obligated to repay the Obligations (including either (i) such notice must providing cash collateral to be received held by Agent in an amount equal to one hundred five percent (105%) of the Administrative Agent not later than 12:00 p.m.then extant Letter of Credit Obligations, two (2) Business Days prior to any date of prepayment and or (ii) any prepayment shall causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in an aggregate principal amount of at least full, together with the lesser of (A) $5,000,000 and (B) Applicable Prepayment Premium, on the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify date set forth as the date of such prepayment, the amount termination of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified this Credit Agreement in such Voluntary Prepayment Notice, notice. In the event of the termination of this Credit Agreement and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon repayment of the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or Obligations at any time prior to the specified effective dateMaturity Date, for any other reason, including (a) if such conditions are not satisfied. Any Voluntary Prepayment described termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in this Section 2.04 shall be made any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Administrative Agent for and the ratable accounts Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders. The Administrative , Borrower shall pay the Applicable Prepayment Premium to Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments (which may be allocated based upon letter agreements between Agent and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12individual Lenders).

Voluntary Prepayments. (a) The Borrower may, upon notice to Guarantors may prepay all or a portion of the Administrative Agent, Loans at any time following a Borrowing Date, either through an assignment of all or from time to time, voluntarily prepay a portion of the Loans in whole accordance with Section 2.9(b) or in part (as a “Voluntary Prepayment”) in an amount equal to the sum direct prepayment of (x) the aggregate principal amount all or a portion of the Loans to the Lenders, which prepayment shall in each case be made together with accrued and unpaid interest on the principal amount so prepaid and all other amounts then payable under this Agreement (including Section 3.4 of the Relevant Credit Agreement pursuant to which such prepayment relates) but without premium or penalty (subject to Section 3.4 of the Relevant Credit Agreement pursuant to which such prepayment relates); provided that: (i) the Guarantors shall give the Administrative Agent at least five (5) Business Days’ notice of each such prepayment; (ii) each such notice of prepayment shall specify the amount being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of such prepayment and the Relevant Credit Agreement to which such prepayment relates; (iiiii) any each partial prepayment shall be in an the aggregate principal amount of at least the lesser U.S.$5,000,000 or an integral multiple of (A) $5,000,000 U.S.$1,000,000 in excess thereof; and (Biv) in the entire principal amount case of the Loans then outstanding. Each a notice of prepayment by assignment in accordance with this Section 2.9, such notice (a “Voluntary Prepayment Notice”) of prepayment shall specify the date name of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in Eligible Assignee(s) (it being understood that, notwithstanding any other provision of this Agreement, for the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and purposes of any additional amounts required assignment of Loans pursuant to this Section 3.04 on 2.9, an Eligible Assignee may be an Affiliate of either Guarantor or the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilitiesapplicable Borrower, in which case such notice Eligible Assignee will not have any right to vote for any purposes hereunder). Amounts that are prepaid may not be revoked reborrowed by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12applicable Borrower.

Voluntary Prepayments. The Any Borrower Party may, upon notice delivery of a Prepayment Notice to the Administrative Agent, at any time or from time to time, time voluntarily prepay the Loans in whole or in part without premium or penalty; provided that: (a “Voluntary Prepayment”a) in an amount equal with respect to Swingline Loans, the sum principal of (x) the aggregate principal amount of the Loans being prepaidany Swingline Loan may be prepaid by 11:00 a.m. on any Business Day, (y) the applicable Prepayment Amount and (z) all accrued interest any prepayment not received by 11:00 a.m. on such Business Day shall be deemed to have been made on the amount prepaidnext succeeding Business Day; (b) with respect to any other Loan, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice Prepayment Notice must be received by the Administrative Agent not later than 12:00 p.m., two than: (2A) 11:00 a.m. three (3) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 Term SOFR Loans, Daily SOFR Loans or CP Rate Loans; and (B) 11:00 a.m. one (1) Business Day prior to any date of prepayment of Base Rate Loans; and (c) any prepayment of Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; or, if less, the entire principal amount of the Loans thereof then outstanding. Each such notice (a “Voluntary Prepayment Notice”) Notice shall specify the date (which shall be a Business Day) and amount of such prepayment, if applicable, the Type(s) of Syndicated Loans to be prepaid. Administrative Agent will promptly notify each Funding Agent of its receipt of each such Prepayment Notice, and of the amount of principal being prepaid and the applicable its Lender Group’s Repayment Percentage of such prepayment. If such Prepayment Amount determined as set forth in the definition thereof. The Notice is given by a Borrower Party, such Borrower Party shall make such prepaymentprepayment and the payment amount specified in such Prepayment Notice shall be due and payable on the date specified therein. With respect to any Loan prepaid pursuant to this Section 3.05, together with all accrued interest thereon and the related Prepayment Amount shall be paid in accordance with Section 3.02(b) and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts Article 4 with respect thereto shall be due promptly paid following receipt of an accurate and payable on correct invoice for such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that amounts. Subject to Section 2.15, each such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may prepayment shall be revoked by Borrower (by notice to Administrative Agent on or prior applied to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to Principal Obligation held by each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12its applicable Repayment Percentage.

Voluntary Prepayments. The Borrower may, upon notice Subject to the Administrative Agentterms of the Superpriority Facility and the Amended 2025 Indentures, the Company shall be permitted to prepay the New Term Loans at any time or from time to time, voluntarily prepay in minimum principal amounts to be agreed upon, without premium or penalty. Documentation Principles Substantially consistent with the Loans corresponding provisions set forth in whole or in part the Superpriority Facility with appropriate modifications to reflect the lien priority status of the New Term Loan Facility (a the “Voluntary PrepaymentNew Term Loan Facility Documentation Principles”) in an amount equal ). Representations and Warranties To give due regard to the sum representations and warranties set forth in the Existing Credit Agreement in a manner consistent with the New Term Loan Facility Documentation Principles, including, for avoidance of (x) doubt, the aggregate principal amount revisions specified in Annex A hereto. Affirmative Covenants To give due regard to the affirmative covenants set forth in the Existing Credit Agreement in a manner consistent with the New Term Loan Facility Documentation Principles, including, for avoidance of doubt, the revisions specified in Annex A hereto. Notwithstanding the foregoing, the financial reporting covenants will permit a going concern or like qualification or exception relating to the upcoming maturity of the Loans being prepaid2024 Notes. Negative Covenants To give due regard to the negative covenants set forth in the Existing Credit Agreement in a manner consistent with the New Term Loan Facility Documentation Principles, including, for avoidance of doubt, the revisions specified in Annex A hereto; provided, that: • revisions shall reflect the corresponding provisions set forth in Annex A; • the Company will not, nor will it permit any Subsidiary to, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that other than (i) such notice must be received at maturity and other than, (ii) with respect to regular debt service, or (iii) to the extent required by the Administrative Agent not later than 12:00 p.m.Registered Exchange Offer Covenants) make or pay, two directly or indirectly, any payment or other distribution (2whether in cash, securities or other property) Business Days prior of or in respect of any 2024 Notes, the New 2L Notes, or loans outstanding after the Closing Date under the Amended Existing Credit Agreement (as defined below), including any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the prepayment (whether optional or mandatory), satisfaction, purchase, exchange, redemption, retirement, acquisition, defeasance, cancellation or termination of any such 2024 Notes, the New 2L Notes, or loans outstanding after the Closing Date under the Amended Existing Credit Agreement; provided, that: • the Company may (i) use up to any date $100 million of prepayment proceeds from new equity issuances consummated on or after the Closing Date to repay, repurchase or redeem the New 2L Notes, and (ii) redeem or refinance the New 2L Notes in connection with any prepayment shall be change of control or sale of all or substantially all of the Company’s assets solely to the extent the Superpriority Facility, the New Term Loans and the 2025 Notes have been paid in an aggregate principal amount full in cash; and • the Company may make prepayments or repayments of at least the lesser loans outstanding after the Closing Date under the Amended Existing Credit Agreement or the 2024 Notes outstanding after the Closing Date, with the proceeds of (A) $5,000,000 junior financing, that (x) is junior in security and priority to each of the Superpriority Facility, the ABL Facility, the New Term Loans, the 2025 Notes and the New 2L Notes and (y) limits payment of interest on such financing to PIK interest or (B) newly issued equity of or capital contributions in the entire principal amount Company. Financial Covenant None. Registered Exchange Offer Covenants As described under “Registered Exchange Offer Covenants” for the Superpriority Facility. Events of Default To give due regard to the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date events of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as default set forth in the definition thereof. The Borrower shall make such prepaymentExisting Credit Agreement in a manner consistent with the New Term Loan Facility Documentation Principles, together with all accrued interest thereon and including, for avoidance of doubt, the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date revisions specified in Annex A hereto. Conditions Precedent to Closing Substantially consistent with the corresponding provisions set forth in the Superpriority Facility section above (as if the Superpriority Facility were structured as a term loan facility regardless of whether it is structured in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that manner or as a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12notes issuance).

Voluntary Prepayments. The Borrower mayVoluntary prepayments of borrowings under the Term Facility will be permitted at any time, upon notice in minimum principal amounts to be agreed upon, without premium or penalty (subject to the Administrative Agentpremium described in the next two sentences), subject to reimbursement of the Lenders’ redeployment costs in the case of a prepayment of Adjusted LIBOR loans other than on the last day of the relevant interest period. In the event that, within six (6) months of the Closing Date, the Term Facility is refinanced, repaid or repriced in connection with a Repricing Event (as defined below), such prepayment, refinancing or repricing shall be made at 101% of the principal amount prepaid, refinanced or repriced. “Repricing Event” means (i) any time prepayment or from time to timere-payment of the Term Loans, voluntarily prepay the Loans in whole or in part part, with the proceeds of, or conversion of such Term Loans into, any new or replacement tranche of syndicated bank financings bearing interest with an “effective yield” (a taking into account, for example, upfront fees, interest rate spreads, interest rate benchmark floors and OID, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such new or replacement loans) less than the “Voluntary Prepayment”) in an amount equal effective yield” applicable to the sum Term Loans (as such comparative yields are determined in the reasonable judgment of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2consistent with generally accepted financial practices) Business Days prior to any date of prepayment and (ii) any prepayment amendment to the Term Loans which reduces the “effective yield” applicable to the Term Loans (and any assignment pursuant to the “yank-a-bank” provisions in connection therewith), in the case of each of clauses (i) and (ii), solely to the extent the primary purpose of such replacement or amendment, as reasonably determined by the Borrower in good faith, is to reduce the “effective yield” on the Term Loans. Notwithstanding the foregoing, no such fee shall be payable if such Repricing Event relates to new or replacement loans incurred in an aggregate principal amount connection with a change of at least control. All voluntary prepayments under the lesser of (A) $5,000,000 Term Facility shall be applied to the remaining amortization payments thereunder as directed by the Borrower and (B) as between the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount Term Facility and any additional amounts required pursuant to Section 3.04 on Incremental Facility, as directed by the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12Borrower.

Voluntary Prepayments. The (a) Borrower may, upon notice to may prepay all or any portion of the Administrative Agent, Loan at any time or from time two times during each Payment Period (not including any mandatory prepayment pursuant to timeSection 4.1(a) on a Payment Date and not including any prepayment of principal in excess of the amount required pursuant to Section 4.1(a) on a Payment Date if an amount of principal is required to be prepaid on such Payment Date, voluntarily prepay but including any prepayment of principal on a Payment Date if no principal is required to be prepaid on such Payment Date pursuant to Section 4.1(a) above) by giving Agent and each Lender not less than five Banking Days prior written notice (the Loans "Prepayment Notice") of Borrower's intention to prepay, which notice shall specify the date of prepayment (the "Prepayment Date"), which Advances are being prepaid in whole or in part (and the amount of each Advance being repaid. In the event that the portion of an Advance to be prepaid is not prepaid on the designated Prepayment Date, Borrower shall be entitled to reschedule such prepayment to another Banking Day by at least one Banking Days' prior telephonic or telefaxed notice to Agent and each Lender, and Borrower may revoke the Prepayment Notice at any time by delivering to Agent and each Lender written notice of revocation. In the event that a “Voluntary Prepayment”) in an amount equal Payment Period ends at any time after the receipt by Lender of the Prepayment Notice but before the prepayment by Borrower pursuant to the sum Prepayment Notice, a series of (x) consecutive one day Payment Periods shall ensue for the aggregate principal amount portion of the Loans being prepaid, (y) Advance designated to be prepaid beginning immediately after the applicable end of the Payment Period during which the Prepayment Amount Notice was given and (z) all accrued interest on continuing until the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that earlier of (i) the prepayment of such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date portion of prepayment and such Advance or (ii) the next Payment Date, and the Interest Rate for each such one-day Payment Period shall equal each Lender's overnight borrowing costs for funds plus the Margin. Notwithstanding the foregoing, to the extent the portion of any prepayment Advance designated to be prepaid is not prepaid by Borrower by the next Payment Date, the Prepayment Notice shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid deemed to be revoked and the applicable Prepayment Amount determined as set forth in provisions of Section 4.2 shall apply to the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 Payment Period beginning on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12next Payment Date.

Voluntary Prepayments. (a) The Borrower mayshall be prohibited from making any prepayments, upon notice to in-whole or in-part, during the Administrative AgentLock-Out Period. Notwithstanding the foregoing, at any time or from time to timeif the Facility is prepaid, voluntarily prepay the Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaidin-part, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least Borrower or its Affiliates during the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepaymentLock-Out Period, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and pay the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made Lock-Out Make-Whole Payment to the Administrative Agent for the ratable accounts benefit of the Lenders. The , on the date of such termination provided, however, that if (i) the Administrative Agent shall forward to each or the Required Lenders establish one or more Reserves, (ii) a Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given makes a demand for increased costs in accordance with Section 6.122.13 hereof, (iii) the Obligations are being refinanced by the Required Lenders or an Affiliate thereof, or (iv) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, then, in each case, Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days' prior written notice to the Lenders and the Administrative Agent, by paying the applicable Prepayment Premium plus the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the LEGAL 4873-0998-8490v4881-9719-6460v.143 occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days' prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a reduced Lock-Out Make-Whole Payment equal to the product of (x) the projected average daily outstanding principal amount of the Loans from the date of prepayment until the twelve (12) month anniversary of the Closing Date (as determined by the Company in consultation with the Castlelake Representative and utilizing commercially reasonable assumptions) multiplied by (y) the Interest Rate in effect at the time of such prepayment, multiplied by (z) a fraction, the numerator of which is the actual number of days between the date of prepayment and the twelve (12) month anniversary of the Closing Date and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3% and (y) the Maximum Committed Amount.

Voluntary Prepayments. The Each Borrower may, upon notice to the Administrative Agent, at any time or from time to timetime may prepay its Revolving Credit Loans, voluntarily prepay the Loans Swing Line Loans, or Term Loans, in whole or in part (a “Voluntary Prepayment”) in an amount equal part, without premium or penalty, upon irrevocable written notice to the sum Agent given at least as early before the proposed date of (xsuch prepayment as the corresponding time specified in Section 2.3(a) hereof for notice of the aggregate principal borrowing of a Revolving Credit Loan of the loan type to be prepaid, specifying the date of prepayment and the amount of the Loans being prepaidprepayment; provided, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaidhowever, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must the entire Aggregate Revolving Credit Commitment may not be received by the Administrative Agent not later than 12:00 p.m.terminated (although all Revolving Credit Loans may be paid off in full) while any Term Loan remains outstanding, two (2) Business Days prior to any date of prepayment and (ii) any except for prepayments necessitated by Section 8.6(b) hereof, each partial prepayment of the Revolving Credit Loans or Swing Line Loans shall be in an aggregate principal amount not less than $500,000 or any integral multiple of at least $100,000 in excess thereof, (iii) except for prepayments necessitated by the lesser of (A) $5,000,000 and (B) Borrowers' election to reduce the entire principal amount Aggregate Revolving Credit Commitment pursuant to Section 2.4 hereof, without the prior written approval of the Required Banks, neither Borrower may prepay any Term Loan unless all Revolving Credit Loans then outstandinghave been paid off in full and the Aggregate Revolving Credit Commitment terminated, (iv) neither Borrower may prepay any LIBOR Rate Loan prior to the last day of the Interest Period therefor and neither Borrower may prepay any Swing Line Loan prior to the last day of the Swing Line Interest Period therefor. Each such To the extent possible, the Borrowers shall, in connection with any voluntary prepayment, prepay Prime Rate Loans first and LIBOR Rate Loans second. Any prepayment of LIBOR Rate Loans shall be subject to Section 2.11 hereof. If any notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepaymentprepayment is given, the amount of principal being prepaid specified in such notice shall be due and the applicable Prepayment Amount determined as set forth payable in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon manner and by the related Prepayment Amount and any additional amounts required pursuant to time provided in Section 3.04 3.2 hereof on the date specified in such Voluntary Prepayment Noticenotice, and all together with accrued interest thereon to such amounts shall be due and payable on date as provided in Section 2.2(c) hereof. Any such date; provided that prepayment of a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice Revolving Credit Loan may be revoked by Borrower (by notice to Administrative Agent on or prior reborrowed, subject to the specified effective date) if such terms and conditions are not satisfiedof this Agreement, from time to time. Any Voluntary Prepayment described in this Section 2.04 shall prepayment of a Term Loan may not be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12reborrowed.

Voluntary Prepayments. The (a) Borrower may, upon notice to the Administrative Agent, at any time on or from time to timeafter August 4, voluntarily 2008 (the “Initial Prepayment Date”), terminate financing under this Agreement and prepay the Loans Indebtedness in whole or in part full (a “Voluntary PrepaymentTermination”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together by providing Lender with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such written notice (a the “Voluntary Prepayment Termination Notice”) at least ninety (90) calendar days prior to the specific date upon which Borrower intends to cease financing hereunder and prepay the Indebtedness in full (the “Termination Date”). After receipt of the Termination Notice, Lender may, in its sole and absolute discretion, cease making advances under this Agreement and all Indebtedness shall specify be immediately due and payable upon the date earlier of such prepaymentthe Maturity Date or the Termination Date, as applicable. In connection with a Voluntary Termination, if Borrower does not pay and perform all Indebtedness on the Termination Date, Borrower may subsequently terminate financing under this Agreement only upon delivering to Lender a new Termination Notice and otherwise complying with this Section 2.6. In connection with a Voluntary Termination, the Indebtedness owing and to be paid by Borrower to Lender on the Termination Date shall include as liquidated damages, not as a penalty, the amount of principal being prepaid and the applicable Prepayment Amount determined as liquidated damages (“Liquidated Damages”) set forth in Section 2.6 of Schedule A attached hereto. Notwithstanding any other provision of any Loan Document, no termination of financing under this Agreement shall affect Lender’s rights or any of the definition thereof. The Borrower shall make such prepaymentIndebtedness existing as of the Termination Date, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant provisions of the Loan Documents shall continue to Section 3.04 on be fully operative until the date specified in such Voluntary Prepayment Notice, and all such amounts shall be Indebtedness (other than indemnity obligations under the Loan Documents that are not then due and payable on such date; provided or for which any events or claims that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions would give rise thereto are not satisfiedthen pending) have been fully performed and indefeasibly paid in cash in full. Any Voluntary Prepayment described The liens granted to Lender under the Loan Documents and the financing statements filed pursuant thereto and the rights and powers of Lender thereunder shall continue in this Section 2.04 shall full force and effect notwithstanding the fact that Borrower’s borrowings hereunder may from time to time be made to the Administrative Agent for the ratable accounts in a zero or credit position until (a) all of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments Indebtedness (other than indemnity obligations under the Loan Documents that are not then due and Voluntary Prepayment Notices shall be made payable or for which any events or claims that would give rise thereto are not then pending) have been fully performed and given indefeasibly paid in accordance with Section 6.12full in cash, and (b) financing under this Agreement has been terminated, as provided herein.

Voluntary Prepayments. The Borrower may, upon notice to the Administrative Agent, at any time or from time to timeits option, voluntarily prepay the Loans in whole or Indebtedness (a) in part at any time, (a “Voluntary Prepayment”b) in an amount equal full at any time and request a termination of Lender's security interest in all or part of the Receivables in conjunction with a securitization or sale of such Receivables, if Borrower does not voluntarily terminate this Agreement and enter into a credit facility with another secured lender prior to the sum Maturity Date and (c) in full at any time, request a termination of Lender's security interest in all of the Collateral and terminate this Agreement in conjunction with such payment in full, provided, however, that Borrower has given Lender sixty (x60) days' written notice of any such intention to prepay the aggregate principal Indebtedness in full and that Borrower intends to terminate this Agreement, requests Lender to terminate its security interest in all of the Collateral and as liquidated damages, not as a penalty, pays to Lender the amount of liquidated damages ("Liquidated Damages") (Schedule Section 2.7). Borrower may not make such prepayment in subsection (c) hereinabove prior to the expiration of such sixty (60)-day period. Upon written notice of prepayment and termination in subsection (c) hereinabove, the commitment by Lender to advance funds to Borrower and all the obligations of Lender shall terminate on the expiration of said sixty (60)- day notice period, and the entire amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid Indebtedness and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts Liquidated Damages shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12.

Voluntary Prepayments. The Except as provided below and as provided in Subsection 4.5.2 and Sections 9.4 and 9.5 hereof, so long as no Event of Default has occurred and is continuing, all Voluntary Prepayments (but excluding payments Borrower may, upon notice designates for application to the Administrative AgentRevolving Loan, at any time or from time to time, voluntarily prepay other than the Loans in whole or in part (a “Voluntary Prepayment”Converted Loan and the Automatic Converted Loan) in an amount equal shall be applied to the sum of Floating Rate Tranche, the Voluntary Converted Loan, and the Automatic Converted Loan, pro rata (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest based on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) outstanding principal balance owing under each such notice must be received Loan divided by the Administrative Agent not later than 12:00 p.m.principal balance owing under all such Loans, two (2) Business Days prior to any date determined in each case as of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of application of such prepaymentVoluntary Prepayment). Notwithstanding the foregoing, each Syndication Party to whom has been allocated a portion of the amount Voluntary Converted Loan, has the absolute right to refuse to accept any Voluntary Prepayments on its portion of principal being prepaid the Voluntary Converted Loan until the Floating Rate Tranche and the applicable Prepayment Amount determined as set forth Automatic Converted Loan have been repaid in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, full (in which case such notice Voluntary Prepayment shall be allocated between the Automatic Converted Loan and the Floating Rate Tranche substantially in the manner provided above). After the Floating Rate Tranche and the Automatic Converted Loans have been repaid in full, Borrower, at its sole discretion, may direct that Voluntary Prepayments be revoked by Borrower (by notice to Administrative Agent on or prior applied to the specified effective date) if such conditions Voluntary Converted Loan or the Fixed Rate Tranche. To the extent Voluntary Prepayments are not satisfied. Any applied to the Voluntary Prepayment described in this Section 2.04 Converted Loan, the Automatic Converted Loan, or the Term Loan, they shall be made applied first to the four principal installments next coming due with respect to each such Loan, and second to remaining installments coming due with respect to each such Loan on a ratable basis. However, notwithstanding any of the foregoing provisions of this Subsection, upon the occurrence and during the continuance of an Event of Default, all prepayments shall be applied, as the Administrative Agent for in its sole discretion shall determine, to fees, interest or principal indebtedness under the ratable accounts of the Lenders. The Administrative Agent shall forward Notes, or to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12any other Bank Debt.

Voluntary Prepayments. The Any Borrower Party may, upon notice delivery of a Prepayment Notice to the Administrative Agent, at any time or from time to time, time voluntarily prepay the Loans in whole or in part without premium or penalty; provided that: (a “Voluntary Prepayment”a) in an amount equal with respect to Swingline Loans, the sum principal of (x) the aggregate principal amount of the Loans being prepaidany Swingline Loan may be prepaid by 11:00 a.m. on any Business Day, (y) the applicable Prepayment Amount and (z) all accrued interest any prepayment not received by 11:00 a.m. on such Business Day shall be deemed to have been made on the amount prepaidnext succeeding Business Day; (b) with respect to any other Loan, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice Prepayment Notice must be received by the Administrative Agent not later than 12:00 p.m., two than: (2A) 11:00 a.m. three (3) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 Term SOFR Loans, Daily SOFR Loans or CP Rate Loans; and (B) 11:00 a.m. one (1) Business Day prior to any date of prepayment of Base Rate Loans; and (c) any prepayment of Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; or, if less, the entire principal amount of the Loans thereof then outstanding. Each such notice (a “Voluntary Prepayment Notice”) Notice shall specify the date (which shall be a Business Day) and amount of such prepayment, if applicable, the Type(s) of Syndicated Loans to be prepaid. Administrative Agent will promptly notify each Funding Agent of its receipt of each such Prepayment Notice, and of the amount of principal being prepaid and the applicable its Lender Group’s Repayment Percentage of such prepayment. If such Prepayment Amount determined as set forth in the definition thereof. The Notice is given by a Borrower Party, such Borrower Party shall make such prepaymentprepayment and the payment amount specified in such Prepayment Notice shall be due and payable on the date specified therein. With respect to any Loan prepaid pursuant to this Section 3.05, together with all accrued interest thereon and the related Prepayment Amount shall be paid in accordance with Section 3.02(b) and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts 4 with respect thereto shall be due promptly paid following receipt of an accurate and payable on correct invoice for such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that amounts. Subject to Section 2.15, each such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may prepayment shall be revoked by Borrower (by notice to Administrative Agent on or prior applied to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to Principal Obligation held by each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12its applicable Repayment Percentage.

Voluntary Prepayments. The Borrower may, upon notice to Without the Administrative Agent, at any time or from time to time, voluntarily prepay the Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount prior written consent of the Loans being prepaidLender, Borrowers shall not make, and the Subordinate Creditor shall not accept, any voluntary prepayment of the Subordinated Debt, any voluntary redemption or repurchase of the Preferred Stock, or any voluntary redemption or repurchase of the Warrants or securities issuable on exercise of the Warrants. (yC) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts THE SUBORDINATE CREDITOR'S RIGHTS FOLLOWING A DEFAULT. For 180 days following its receipt of notice of a Senior Debt Default required to be delivered pursuant to Section 3.04; provided that 4(e), the Subordinate Creditor shall not, without Lender's prior written consent, ask, demand, accelerate, sue for, accept, xx receive any part of the Subordinated Debt. This 180-day period will be terminated early on any of the following: (i) such notice must be received by cure or waiver of the Administrative Agent not later than 12:00 p.m.Senior Debt Default, two (2) Business Days prior to any date of prepayment and or (ii) any prepayment shall be in with respect to the Senior Note only, a Qualifying Public Offering or an aggregate principal amount Event of at least the lesser of (ADefault under Section 7(g) $5,000,000 and (Bor 7(h) the entire principal amount of the Loans then outstandingSenior Note, or (iii) with respect to the Preferred Stock only, any event requiring a mandatory redemption before April 15, 2003, (iv) with respect to the Warrants only, any event requiring a mandatory repurchase of the Warrants before the sixth anniversary of their original issuance date, or (v) Lender's acceleration of the Senior Debt and pursuit of its rights and remedies with respect thereto. Each such notice Following the termination or expiration of the 180-day period or the occurrence of one of the events listed in clauses (ii), (iii), or (iv) above, and notwithstanding the existence of a “Voluntary Prepayment Notice”) shall specify Senior Debt Default, Subordinate Creditor may accelerate and pursue any of its other rights and remedies and collect amounts due with respect to the date Subordinated Debt, subject to Borrower's rights under the terms and conditions of such prepaymentthe Subordinated Debt, all of Lender's rights under the amount of principal being prepaid Credit Agreement and other Loan Documents, and the applicable Prepayment Amount determined as set forth in the definition thereofprovisions regarding turnover of collected amounts of subsection (d) below. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12.D)

Voluntary Prepayments. The Borrower applicable Floor Plan Borrowers may, upon notice to the Administrative AgentAgent by the Borrower Representative, at any time or from time to time, time voluntarily prepay the Loans Floor Plan Committed Loan with respect to any Motor Vehicle, as selected by the Borrower Representative, in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04whole; provided that (i) each such notice must be received by the Administrative Agent not later than 12:00 p.m., two 3:00 p.m. three (23) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each each such notice (a “Voluntary Prepayment Notice”) shall specify the date and amount of such prepayment, the applicable Floor Plan Committed Loan to be prepaid in full and the corresponding Motor Vehicle and the Type of Borrowings to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of principal being prepaid and such Lender’s pro rata share (calculated as such Lender’s Floor Plan Commitment Percentage) of such prepayment. If such notice is given by the Borrower Representative, the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower Floor Plan Borrowers shall make such prepayment, together with all accrued interest thereon prepayment and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date payment amount specified in such Voluntary Prepayment Notice, and all such amounts notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Borrowing shall be accompanied by all accrued interest on the amount prepaid. Each such date; provided that prepayment shall be applied (x) in accordance with the Floor Plan Commitment Percentage of each Lender and (y) to reduce the remaining scheduled principal amounts in full with respect to each applicable Floor Plan Committed Loan in a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower manner consistent with clause (by notice to Administrative Agent on or prior ii) above. Notwithstanding anything to the specified effective datecontrary contained in this Agreement, the Borrower Representative may rescind (or delay the date of prepayment identified in) any notice of prepayment under this Section 2.01.12(b) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts prepayment would have resulted from a refinancing of all or a portion of the Lenders. The Administrative Agent Floor Plan Facility or other conditional event, which financing or other conditional event shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices not be consummated or shall otherwise be made and given in accordance with Section 6.12delayed.

Voluntary Prepayments. (a) Borrower may prepay, all or any portion of the Outstanding Principal Balance on any Business Day, provided that the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing (other than in connection with a prepayment made with respect to a release of an Individual Property subject to a Qualified Release Property Default); (ii) Borrower shall timely deliver to Lender a Prepayment Notice; (iii) Mezzanine A Borrower shall concurrently make a prepayment of all or a portion, as applicable, of the outstanding principal balance of the Mezzanine A Loan, and shall otherwise satisfy the applicable conditions in the Mezzanine A Loan Documents with respect to such prepayment (as evidenced by an Officer’s Certificate and, and in the case of a prepayment in full or the release of an Individual Property, the delivery to Lender of a copy of a payoff letter from the Mortgage Lender and the Mezzanine A Lender); (iv) Borrower shall comply with the provisions and pay to Lender the applicable amounts set forth in Section 2.4.6 and (v) if Borrower is prepaying the entire Outstanding Principal Balance, then Borrower shall also pay to Lender (without duplication of amounts paid under Section 2.4.6) any and all other amounts outstanding under the Note, this Agreement, and any of the other Loan Documents. The aggregate amount prepaid by Borrower mayunder this paragraph (a) and concurrently by Mezzanine A Borrower under the Mezzanine A Loan Documents shall be allocated among the Loan and the Mezzanine A Loan pro rata in accordance with their respective outstanding principal balances immediately prior to such prepayments. For the avoidance of doubt, upon notice to voluntary prepayments on the Administrative AgentLoan, at any time or from time to time, voluntarily prepay the Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount part, shall not be conditioned on pro-rata prepayments of the Loans being prepaid, Mortgage Loan (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined except as set forth herein in the definition thereof. The Borrower shall make such prepaymentconnection with releases of Net Liquidation Proceeds After Debt Service, together with all accrued interest thereon Property Releases and the related Prepayment Amount and any additional amounts required pursuant payments to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that cure a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12Low Cash Flow Trigger Period).

Voluntary Prepayments. The Borrower may, may prepay the Base Rate Loans upon not less than one (1) Business Day's prior notice to the Administrative Agent (which shall promptly notify the Lenders), which notice shall specify the prepayment date (which shall be a Business Day) and the amount of the prepayment (which shall be at least $100,000 or the remaining aggregate principal balance outstanding on the Notes) and shall be irrevocable and effective only upon receipt by the Administrative Agent, at any time or from time . The Borrower may prepay LIBOR Loans (except that prior notice to time, voluntarily prepay the Administrative Agent shall be not less than three (3) Business Days for LIBOR Loans) and in addition such prepayments of LIBOR Loans in whole or in part (a “Voluntary Prepayment”) shall be subject to the terms of Section 5.05 and shall be in an amount equal to the sum of (x) the aggregate principal amount all of the LIBOR Loans being prepaid, (y) for the applicable Prepayment Amount and (z) all accrued Interest Period prepaid provided that interest on the amount principal prepaid, together with any additional amounts required pursuant accrued to Section 3.04; provided that the prepayment date, shall be paid on the prepayment date. The Borrower may prepay Tranche B Loans upon not less than thirty (i30) such days notice must be received by to the Administrative Agent not later than 12:00 p.m.(which shall promptly notify the Tranche B Lenders); provided, two (2) Business Days however, that no such prepayment may be made on or before June 30, 2003, without the prior written consent of the Tranche B Majority Lenders. At or prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date time of such prepayment, the Tranche A Lenders will, in their sole and absolute discretion, have the right to make an immediate redetermination of the Borrowing Base, and no such prepayment shall be made if, after giving effect thereto and to such redetermined Borrowing Base, a Borrowing Base Deficiency would exist. Any prepayment of Tranche B Loans hereunder shall automatically and without further notice or other action result in (i) a reduction of the Tranche B Aggregate Maximum Credit Amount by the amount of principal being prepaid such prepayment (pro rata to each Tranche B Lender based on its Tranche B Percentage Share), and (ii) unless the applicable Prepayment Tranche A Aggregate Maximum Credit Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required has been sooner terminated pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice2.03(b), and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts an increase of the Lenders. The Administrative Agent shall forward Tranche A Aggregate Maximum Credit Amount by an amount equal to such prepayment (pro rata to each Tranche A Lender based on its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12Tranche A Percentage Share).

Voluntary Prepayments. The (a) Borrower may, upon notice to at its option, prepay the Administrative Agent, Debt in full or in part at any time or and from time to time; provided, voluntarily prepay the Loans in whole or in part that, (i) Borrower gives Administrative Agent not less than five (5) days prior written notice (which notice shall be revocable and subject to modification) (a “Voluntary PrepaymentPrepayment Notice”) in an amount equal to of the sum of (x) the aggregate principal amount of the Loans being Loan that Borrower intends to prepay and the intended date of prepayment; (ii) intentionally omitted; and (iii) Borrower pays to Administrative Agent for the account of Lender, in addition to the portion of the Outstanding Loan Amount to be prepaid, (y) the applicable Prepayment Amount and (zA) all interest which would have accrued interest on the amount prepaid, together with any additional amounts required pursuant of the Debt to Section 3.04; provided that be prepaid through and including the date on which such prepayment is made (i) all such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of interest payable under this clause (A) $5,000,000 ), the “Additional Interest”); and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”I) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be other sums due and payable on such date; under this Agreement, the Note, and the other Loan Documents, including, but not limited to the actual Breakage Costs (if any and provided that if such prepayment includes the payment of interest which would have accrued through and including the end of the Interest Period in which such prepayment occurs, no Breakage Costs shall be payable to Administrative Agent for the account of Lender) and (II) all of Administrative Agent’s and Lender’s reasonable, out-of-pocket costs and expenses (including reasonable actually incurred attorneys’ fees and disbursements) actually incurred by Administrative Agent and/or Lender in connection with such prepayment or in connection with a Voluntary rescinded or extended Prepayment Notice. Notwithstanding anything to the contrary contained in this Section 2.4.1(a), Borrower may rescind a Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness delivery of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by written notice to Administrative Agent on or prior to the date specified effective date) if such conditions are not satisfied. Any Voluntary for prepayment in the Prepayment described in this Section 2.04 Notice; provided Borrower shall be made to responsible for the reasonable, out-of-pocket costs and expenses actually incurred by Administrative Agent for in connection with the ratable accounts rescission of such Prepayment Notice, including any applicable actual Breakage Costs and reasonable actually incurred attorneys’ fees. For the avoidance of doubt, there shall be no spread maintenance premium, penalty, fee or other premium in connection with any prepayment of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12Loan payable by Borrower.

Voluntary Prepayments. The Borrower may, upon notice shall have the right to the Administrative Agent, at any time or from time to time, voluntarily prepay the Loans in whole or in part from time to time, without premium or penalty; provided, however, that each such partial prepayment of Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof. Subject to the foregoing terms, amounts prepaid under this SECTION 2.3(A) shall be applied first to Revolving Loans and then to the Term Loans. Voluntary prepayments on Term Loans shall not be permitted unless, immediately prior to such prepayment, the aggregate Commitments are equal to the then outstanding principal amount of the Term Loans. All voluntary prepayments of the Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. The Borrower has the option, at any time upon ninety (a “Voluntary Prepayment”90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to the sum of one hundred five percent (x105%) the aggregate principal amount of the Loans being prepaidthen extant Letter of Credit Obligations, or (yii) causing the applicable Prepayment Amount and (z) all accrued interest on original Letters of Credit to be returned to the amount prepaidIssuing Bank), in full, together with any additional amounts required the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrower has sent a notice of termination pursuant to Section 3.04; provided that the provisions of this section, then the Commitments shall terminate and the Borrower shall be obligated to repay the Obligations (including either (i) such notice must providing cash collateral to be received held by Agent in an amount equal to one hundred five percent (105%) of the Administrative Agent not later than 12:00 p.m.then extant Letter of Credit Obligations, two (2) Business Days prior to any date of prepayment and or (ii) any prepayment shall causing the original Letters of Credit to be returned to the Issuing Bank (with an applicable authorization to cancel such Letters of Credit), in an aggregate principal amount of at least full, together with the lesser of (A) $5,000,000 and (B) Applicable Prepayment Premium, on the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify date set forth as the date of such prepayment, the amount termination of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified this Credit Agreement in such Voluntary Prepayment Notice, notice. In the event of the termination of this Credit Agreement and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon repayment of the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or Obligations at any time prior to the specified effective dateMaturity Date, for any other reason, including (a) if such conditions are not satisfied. Any Voluntary Prepayment described termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in this Section 2.04 shall be made any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Administrative Agent for and the ratable accounts Lenders or profits lost by the Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agent and the Lenders. The Administrative , Borrower shall pay the Applicable Prepayment Premium to Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments (which may be allocated based upon letter agreements between Agent and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12individual Lenders).

Voluntary Prepayments. The Reductions in Commitments. Borrower may, upon notice to the Administrative Agent, may at any time or from time on at least 5 days' prior written notice to time, Agent (i) voluntarily prepay all or part of the Loans in whole Term Loan or in part CapEx Loan, (a “Voluntary Prepayment”ii) in an amount equal to the sum of permanently reduce (xbut not terminate) the aggregate principal amount of Revolving Loan Commitment and/or (iii) permanently reduce or terminate the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04CapEx Loan Commitment; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (iiA) any prepayment such prepayments or reductions shall be in an aggregate principal a minimum amount of at least the lesser $500,000 and integral multiples of (A) $5,000,000 and 250,000 in excess of such amount, (B) the entire principal Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Loans Revolving Loan then outstanding. Each such notice , (a “Voluntary Prepayment Notice”C) the CapEx Loan Commitment shall specify the date of such prepayment, not be reduced to an amount less than the amount of principal being prepaid the CapEx Loan then outstanding and the applicable Prepayment Amount determined as set forth in the definition thereof. The (D) after giving effect to such reductions, Borrower shall make comply with Section 1.3(b)(i). In addition, Borrower may at any time on at least 10 days' prior written notice to Agent terminate the Revolving Loan Commitment; provided that upon such prepaymenttermination, together with all accrued interest thereon Loans and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts other Obligations shall be immediately due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfiedfull. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts voluntary prepayment of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share Term Loan or CapEx Loan and any reduction or termination of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall the Revolving Loan Commitment or the CapEx Loan Commitment must be made and given accompanied by payment of the Fee required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 6.121.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be. Upon any such reduction or termination of the CapEx Loan Commitment, Borrower's right to request CapEx Advances shall simultaneously be permanently reduced or terminated, as the case may be. Each notice of partial prepayment shall designate the Loans or other Obligations to which such prepayment is to be applied; provided that any partial prepayments of the Term Loan or CapEx Loan made by or on behalf of Borrower shall be applied to prepay the scheduled installments of Borrower's Term Loan or CapEx Loan, as the case may be, in inverse order of maturity.

Voluntary Prepayments. The (a) Except as otherwise expressly provided herein, Borrower may, upon notice shall not have the right to the Administrative Agent, at any time or from time to time, voluntarily prepay the Loans Loan in whole or in part (a “Voluntary Prepayment”) in an amount equal prior to the sum of Scheduled Maturity Date. On any Business Day Borrower may, at its option and upon at least twenty (x20) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant days prior written notice to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two specifying the Business Day on which such prepayment is to be made (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice at any time prior to such date provided that Xxxxxxxx shall reimburse Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the and Lender for any costs incurred by Administrative Agent for LOAN AGREEMENT – Page 29 and Lender as a result of such revocation), prepay the ratable accounts Debt in whole, but not in part (except as otherwise expressly permitted under this Agreement), provided that such prepayment is accompanied by (i) all interest accrued on the amount of the LendersLoan being so prepaid through and including the last day of the Interest Period in effect as of such date on which the prepayment is made, (ii) all other sums due and payable under this Agreement and the other Loan Documents, including, but not limited to all of Administrative Agent’s and Xxxxxx’s costs and expenses (including reasonable attorney’s fees and disbursements) incurred thereby in connection with such prepayment, and (iii) the Prepayment Premium applicable to such payment. The Administrative Agent shall forward execute and deliver to each Lender its Ratable Share or at the direction of such payment. All Voluntary Prepayments Xxxxxxxx, upon the written request and Voluntary Prepayment Notices shall be made and given at the expense of Xxxxxxxx, upon payment in full of the Debt in accordance with Section 6.12the terms and provisions of this Agreement, such documents as may be necessary to release the lien of the Security Instrument in form and content reasonably acceptable to Administrative Agent. For the avoidance of doubt, the Prepayment Premium is earned as of the Closing Date, and immediately due and payable in connection with the repayment in full of the Debt and/or in the event the Debt is accelerated after the occurrence of an Event of Default.

Voluntary Prepayments. The Borrower may, upon notice to the Administrative Agent, at any time or from time to time, voluntarily may prepay the Loans First Lien Exit Term Loans, in whole or in part part, in minimum amounts to be agreed, subject to the Prepayment Premium and the following: (a) notice and other requirements to be agreed; and (b) customary reimbursement of the First Lien Term Lenders’ redeployment costs in the case of a prepayment of SOFR loans prior to the last day of the relevant interest period. Call Protection Any payment of the First Lien Exit Term Loans prior to the maturity date will be accompanied by the following prepayment premium (the “Voluntary PrepaymentPrepayment Premium”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in below opposite the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and relevant period from the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on Closing Date as indicated below: Period On or prior to the specified effective date2nd Anniversary of the Closing Date Thereafter Prepayment Premium 101.00% None First Lien Exit Facilities Documentation The First Lien Exit Facilities will be evidenced by (a) if a credit agreement (the “First Lien Exit Facilities Credit Agreement”) which shall be in form and substance based on the BrandCo Credit Agreement (with such conditions modifications as are not satisfied. Any Voluntary Prepayment described necessary to reflect the terms set forth in this Section 2.04 First Lien Exit Facilities Term Sheet and the nature of the First Lien Exit Facilities and to reflect (i) administrative agency and operational matters of the First Lien Exit Term Loan Agent, (ii) the corporate structure of Holdings and its Subsidiaries on the Plan Effective Date (including the elimination of the “BrandCo” structure), (iii) SOFR provisions, (iv) beneficial ownership certification, (v) the modification of baskets, thresholds and carveouts applicable to the covenants to be agreed among the Required Consenting BrandCo Lenders and the Debtors and (vi) other modifications as may be agreed among the First Lien Exit Term Loan Agent, the Required Consenting BrandCo Lenders and the Debtors (the “First Lien Documentation Principles”), (b) security documents and (c) other legal documentation (collectively with the First Lien Exit Facilities Credit Agreement and security documents, the “First Lien Exit Facilities Documents”), which First Lien Exit Facilities Documents shall be made in form and substance consistent with the First Lien Documentation Principles and otherwise satisfactory to the Administrative First Lien Exit Term Loan Agent for (with respect to its own treatment), the ratable accounts of Required Consenting BrandCo Lenders and the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12Debtors.

Voluntary Prepayments. (a) The Borrower may, upon notice may elect to notify the Administrative Agent, at any time or from time Agent and the Lenders that it may wish to time, voluntarily prepay make below par voluntary prepayments of the Loans in whole or in part (each such payment a “Voluntary Prepayment”) in an amount equal pursuant to the sum of procedures set forth in this Section 2.15; provided that (x) the Borrower shall specify in an Election Notice to the Administrative Agent whether such Voluntary Prepayment will be a utilization of the Borrower’s Discounted Prepayment Portion of Available Cash or the Borrower’s Discretionary Portion of Available Cash and (y) Voluntary Prepayments shall only be permitted to be made in amounts not exceeding aggregate principal unused amount of the Loans being prepaidBorrower’s Discounted Prepayment Portion of Available Cash or the aggregate unused amount of the Borrower’s Discretionary Portion of Available Cash (as applicable) at the time such Voluntary Prepayment is made. At the time of any Voluntary Prepayment, the Borrower shall certify, with reasonable supporting detail (as determined by the Administrative Agent), (i) compliance with the requirements of this Section 2.15, which certification shall include a schedule setting forth the computation (and any utilization by the Borrower) of Available Cash, Borrower’s Discounted Prepayment Portion of Available Cash and Borrower’s Discretionary Portion of Available Cash, (ii) that no Event of Default pursuant to Section 6.13 could reasonably be expected to occur during the succeeding four calendar quarters if such Voluntary Prepayment is not made, (iii) that such Voluntary Prepayment shall have been approved by at least 66 2/3% of the Borrower’s Governing Board and (iv) that immediately prior to and after giving effect to any Voluntary Prepayment, (x) no Default or Event of Default shall have occurred and be continuing and (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment Loan Parties shall be in an aggregate principal amount have Unrestricted Cash of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.1240,000,000.

Voluntary Prepayments. The Loan may be prepaid in whole, but not in part, on any Business Day upon not less than fifteen (15) days prior written notice to Lender specifying the date on which prepayment is to be made provided no Event of Default exists and, if such prepayment is made prior the Open Date, upon payment of an amount equal to the greater of (a) one percent (1%) of the outstanding principal balance of the Debt at the time such payment or proceeds are received or (b) (x) the present value as of the date such payment or proceeds are received of the remaining scheduled payments of principal and interest from the date such payment or proceeds are received through the Maturity Date (including any balloon payment) determined by discounting such payments at the Discount Rate, less (y) the amount of the payment or proceeds received. Lender shall not be obligated to accept any such prepayment of the Debt unless it is accompanied by the prepayment consideration due in connection therewith. Additionally, on the Open Date, or on any Business Day thereafter, Borrower may, at its option and upon thirty (30) days prior notice to the Administrative AgentLender, at any time or from time to time, voluntarily prepay the Loans Debt in whole, but not in part, without payment of the Yield Maintenance Premium or any other prepayment premium or penalty. If any prepayment pursuant to this Section 2.4.1 is not made on a Payment Date, such prepayment shall include all interest which would have accrued on the Loan through the Payment Date next following the date of such prepayment. Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part (a “Voluntary Prepayment”) in an amount equal prior to the sum Maturity Date. Any notice of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required prepayment given pursuant to this Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice 2.4.1 may be revoked by Borrower, provided that Borrower (reimburses Lender for any reasonable out-of-pocket expenses incurred by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described Lender in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12connection therewith.

Voluntary Prepayments. The 4.3.1.1. Borrower may, upon notice to shall have the Administrative Agentright, at any time or its option, from time to timetime to prepay one or more Fixed Rate Notes then outstanding (but not the Revolving Credit Note) subject, voluntarily prepay the Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal however, to the sum of (x) terms and conditions set forth in this SECTION 4.3. Notwithstanding anything contained herein to the aggregate ----------- contrary, no prepayment under one or more Fixed Rate Notes may be less than the outstanding principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount balance and (z) all accrued interest on the amount Fixed Rate Note(s) prepaid. Whenever Borrower desires to prepay one or more Fixed Rate Notes in full, Borrower shall provide a prepayment notice to Lender at least thirty (30) days prior to the date of the proposed prepayment, identifying the Fixed Rate Note(s) to be prepaid and setting forth the proposed prepayment date. Any such prepayment notice shall be irrevocable. In all instances, the principal balance of the Fixed Rate Note(s) which is (are) the subject of such notice, together with any additional amounts required pursuant to Section 3.04; provided that (i) interest on such notice must be received by the Administrative Agent not later than 12:00 p.m.principal balance, two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 due and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 payable by 12:00 Noon Eastern Time on the date specified in the prepayment notice as the date on which such Voluntary Prepayment NoticeFixed Rate Note(s) is (are) to be prepaid in full. Lender shall, upon receipt of such prepayment notice, prepare and all deliver to Borrower within ten (10) days of such amounts receipt, via facsimile or other electronic transmittal, a statement of interest due with respect to such prepayment. Notwithstanding any of the foregoing to the contrary, in the event of a prepayment of the last Fixed Rate Note then outstanding after the Revolving Credit Note Expiration Date, such prepayment shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given performed in accordance with Section 6.12the provisions of SECTION 2.13, ------------ as such prepayment will terminate Borrower's Obligations under the Fixed Rate Note and this Agreement.

Voluntary Prepayments. The Borrower may, Term Loans may be repaid in whole or in part without premium or penalty; provided that (i) LIBOR Rate Loans may be repaid only upon three (3) Business Days’ prior written notice to the Administrative Agent, at (ii) repayments of LIBOR Rate Loans must be accompanied by payment of any time or from time to time, voluntarily prepay the amounts owing under Section 2.20 and (iii) partial repayments of Loans shall be in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate minimum principal amount of the Borrowing Minimum, and in integral multiples of the Borrowing Multiple in excess thereof. To the extent that the Borrower elects to prepay the Closing Date Term Loan or, if applicable, any Incremental Term Loans, amounts prepaid under this Section 2.11(a) shall be applied to such Term Loans being prepaid(to the remaining principal installments thereof, if any, as directed by the Borrower) first ratably to any Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.11(a) shall be subject to Section 2.20, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent in the case of a prepayment under this clause (ya) the applicable Prepayment Amount and or clause (zb) all accrued below, interest on the principal amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must prepaid shall be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to payable on any date of that a prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify is made hereunder through the date of such prepayment, . Amounts prepaid on the amount of principal being prepaid and Term Loans may not be reborrowed. Each notice delivered by the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to this Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts 2.11(a) shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered revocable by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to the Administrative Agent on or prior to the proposed prepayment date specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12therein).

Voluntary Prepayments. The Except as otherwise provided herein, Borrower may, upon notice shall not have the right to the Administrative Agent, at any time or from time to time, voluntarily prepay the Loans Loan in whole or in part part. On and after the Permitted Prepayment Date Borrower may, at its option and upon thirty (a “Voluntary Prepayment”30) days prior notice to Lender, prepay the Debt in an amount equal whole but not in part; provided, however, any prepayment received by Lender prior to the sum of (x) the aggregate principal amount of the Loans being prepaidNovember 10, (y) 2008 shall be accompanied by the applicable Prepayment Amount Fee. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon through and (z) all accrued interest including the end of the Interest Period in which the next Monthly Payment Date occurs; provided, however, that no prepayment shall be permitted on any date during the period commencing on the amount prepaidfirst calendar day immediately following a Monthly Payment Date to, together with any additional amounts required pursuant but not including, the Determination Date in such calendar month, unless consented to Section 3.04; provided that by Lender in its sole discretion. Any notice of prepayment shall be revocable by Borrower, except during the period commencing on the date five (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (25) Business Days prior to any the applicable date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon notice of prepayment and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable ending on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that , during which time such notice is conditioned upon the effectiveness irrevocable; provided, Borrower may not revoke more than two (2) such notices of certain events, including the closing prepayment in any twelve (12) month period. If Borrower elects to revoke a notice of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given prepayment in accordance with Section 6.12the prior sentence, Borrower shall indemnify and pay to Lender immediately upon request the actual out-of-pocket expenses incurred by Lender in connection with such revocation, including but not limited to Breakage Costs as well as any and all costs of any holder of any portion of the Securities which was caused as a result of such revocation.”

Voluntary Prepayments. The Borrower mayTerm Loans will be voluntarily prepayable at any time, in whole or in part, at the option of the Borrower, upon notice and in minimum principal amounts and in multiples to be agreed upon, without premium or penalty (except breakage costs). Negative Covenant Changes: Will be set at levels no less restrictive on the Borrower than provided under the terms of the New Debt Financing. Upfront Fee: The Lenders of the Term Loans will be entitled to an upfront fee of 2.00% of the principal amount of Term Loans held thereof by such Lender on the Closing Date, and shall receive such fee in the form of an increase in principal amount of the Term Loans. SUPPORT AGREEMENT LOCKUP PERIOD: From the date of the Lockup and Support Agreement until September 15, 2015. WARRANTS The Borrower will issue detachable warrants (the “Warrants”) ratably to the Administrative AgentLenders representing the right to purchase in aggregate up to 5% of the equity of Euramax Holdings, Inc. (“Holdings”) on a fully diluted basis (after giving effect to the exercise of the Warrants and to the exercise and conversion of all other outstanding securities and options and including all shares reserved for future issuance under any stock option and similar plan and including any shares, options or otherwise issued or issuable to the incoming CEO and to any other members of management during the term of the warrant).The Warrants will have a nominal exercise price of $0.01 per share. Warrants may be exercised at the option of the holder on a cashless basis.The Warrants will expire ten (10) years from the date of issuance.The Warrants will contain mutually agreeable anti-dilution provisions, put rights, tag-along rights and drag-along rights. EXHIBIT 99.1 BOARD SEAT SoundPoint shall have the right to designate one individual (the “SP Director”) to serve, and who shall be elected, as a member of the Board of Directors of Holdings (the “Holdings Board”), effective as of the Closing Date and who shall have the same rights, duties and protections as a director as the other members of the Holdings Board. The SP Director shall be entitled to serve on the Holdings Board for an initial period that begins on the Closing Date and ends on the later of (i) the date that is the two-year anniversary of the Closing Date and (ii) the date of Holdings’ 2017 annual meeting of stockholders, with such initial period eligible to be extended beyond that two-year anniversary date and for additional one-year terms thereafter, in each case subject to the requisite approval of Holdings’ stockholders; provided, however that the SP Director shall resign from the Holdings Board and SoundPoint’s foregoing board designation right shall terminate permanently if at any time SoundPoint owns or controls directly or indirectly less than either (x) 87.5% of the aggregate amount of the Term Loan owned or controlled by SoundPoint or its affiliates on the Closing Date or (y) 90% of the aggregate amount of shares of the capital stock of Holdings owned or controlled by SoundPoint or its affiliates on the Closing Date as a result of sales or transfers of shares of Holdings capital stock by SoundPoint or its affiliates to unaffiliated third parties. SoundPoint shall have the right to nominate a replacement to serve as the SP Director during the initial two-year period and any subsequent terms approved as set out above in the event that the individual nominated as the SP Director is no longer able to serve on the Holdings Board during such periods. SoundPoint’s board designation right shall be personal to SoundPoint and may not be transferred or assigned to any party.For so long as the SP Director continues to serve on the Holdings Board in accordance with the foregoing right, SoundPoint will waive any rights it may have to designate one or more members of the Holdings Board under the terms of Holdings’ Stockholders Agreement dated June 29, 2009. In the event that the SP Director is no longer entitled to serve in accordance with the foregoing, then such waiver shall automatically terminate, and SoundPoint shall be entitled to any and all rights to designate a member of the Holdings Board as may be provided to stockholders of Holdings in accordance with the terms and conditions of such Stockholders Agreement as in effect from time to time, voluntarily prepay the Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12.

Voluntary Prepayments. The Reductions in Revolving Loan Commitments. Borrower may, upon notice to the Administrative Agent, may at any time or from time on at least three (3) days' prior written notice to time, Agent (i) voluntarily prepay all or part of the Loans in whole or in part Term Loan and/or (a “Voluntary Prepayment”ii) in an amount equal to the sum of permanently reduce (xbut not terminate) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04Revolving Loan Commitment; provided that (iA) any such prepayments or reductions shall be in a minimum amount of $500,000 and integral multiples of $100,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the greater of the amount of the Revolving Loan outstanding or $30,000,000; and (C) after giving effect to such reductions, Borrower shall comply with Section 1.3(b)(i). In addition, Borrower may at any time on at least ten (10) days' prior written notice to Agent terminate the Revolving Loan Commitment, provided, that upon such termination all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B hereto. Any such voluntary prepayment and any reduction or termination of the Revolving Loan Commitment must be received accompanied by the Administrative Agent not later than 12:00 p.m.payment of any applicable LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, two (2) Business Days prior Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be. Each notice of partial prepayment shall designate the Loan or other Obligations to which such prepayment is to be applied; provided, that any date partial prepayments of prepayment and (ii) any the Term Loan made by Borrower shall be applied to prepay the scheduled installments of the Term Loan in inverse order of maturity. No voluntary prepayment shall be made in an aggregate principal amount respect of at least or applied to the lesser of Term B Loan Obligations unless and until (A) $5,000,000 the Borrower has terminated the Revolving Loan Commitment and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth Tranche A Obligations have been paid in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified full in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12cash.

Voluntary Prepayments. The Except as otherwise expressly set forth in this Section 2.4 or in connection with a release of the Taran Outparcel conducted in accordance with Section 2.5.2 below, a release of a Release Parcel conducted in accordance with Section 2.5.3 below or a release of a Retail Release Parcel conducted in accordance with Section 2.5.4 below, Borrower may, upon notice shall not have the right to the Administrative Agent, at any time or from time to time, voluntarily prepay the Loans Loan in whole or in part part. Provided that Borrower has not previously elected to defease the Loan in whole in accordance with Section 2.8.1 hereof, Borrower may prepay the Loan from and after the Permitted Release Date (a “Voluntary Prepayment”1) in an amount equal to whole and/or (2) in connection with a release of the sum Taran Outparcel conducted in accordance with Section 2.5.2 below, a release of a Release Parcel conducted in accordance with Section 2.5.3 below or a release of a Retail Release Parcel conducted in accordance with Section 2.5.4 below, in part, provided, that, in each case, (xi) no Event of Default is continuing as of the aggregate date of the applicable prepayment; (ii) Borrower gives Lender not less than ten (10) days’ prior written notice of the principal amount of the Loans being prepaidLoan that Borrower intends to prepay and the intended date of prepayment, which notice shall be revocable by Borrower at any time (y) the applicable “Prepayment Amount Notice”); and (ziii) all accrued interest on Borrower pays Lender, in addition to the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire outstanding principal amount of the Loans then outstanding. Each Loan to be prepaid (A) if such notice (prepayment does not occur on a “Voluntary Prepayment Notice”) shall specify Payment Date, all interest that would have accrued on the principal amount of the Loan to be prepaid through and including the last day of the Interest Period related to the Payment Date following the date of such prepaymentprepayment or, if such prepayment occurs on a Payment Date, any interest that would have accrued on the principal amount of principal being the Loan to be prepaid through and including the applicable Prepayment Amount determined as set forth in last day of the definition thereof. The Borrower shall make Interest Period immediately preceding such prepayment, together with Payment Date; (B) all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be other sums then due and payable on under this Agreement, the Note, and the other Loan Documents, including, but not limited to all of Lender’s reasonable, actual out-of-pocket costs and expenses (including reasonable attorney’s fees and disbursements) incurred by Lender in connection with such date; provided that prepayment of the Loan and any actual out-of-pocket costs and expenses incurred in connection with a Voluntary rescinded or extended Prepayment Notice delivered by Borrower may state that and (C) if such notice prepayment is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or made prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to Yield Maintenance End Date, the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12Yield Maintenance Premium.

Voluntary Prepayments. (a) The Borrower may, upon notice may elect to notify the Administrative Agent, at any time or from time Agent and the Lenders that it may wish to time, voluntarily prepay make below par voluntary prepayments of the Loans in whole or in part (each such payment a “Voluntary Prepayment”) in an amount equal pursuant to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to procedures set forth in this Section 3.042.15; provided that (i) no Voluntary Prepayment shall be made prior to the date that is 18 months after the Closing Date, (ii) no Voluntary Prepayment shall be made more than once during any fiscal year, except that two Voluntary Prepayments may be during a single fiscal year if each such notice must Voluntary Prepayment is made on account of a different four-quarter period referred to in the definition of “Minimum Prepayment Amount” for which a Trigger Date has occurred, (iii) no Voluntary Prepayment shall be received made until after a Trigger Date, and (iv) the Borrower shall commence its efforts to effect a Voluntary Prepayment (evidenced by delivery of a Prepayment Notice) within 30 days following a Trigger Date. At the time of any Voluntary Prepayment, (i) the Borrower shall certify, with reasonable supporting detail (as determined by the Administrative Agent Agent), that no Event of Default pursuant to Section 6.13 could reasonably be expected to occur during the succeeding four calendar quarters if such Voluntary Prepayment is not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment made and (ii) such Voluntary Prepayment shall have been approved by at least 66 2/3% of the Borrower’s Board of Directors. In addition, immediately prior to and after giving effect to any prepayment Voluntary Prepayment, (i) no Default or Event of Default shall have occurred and be in an aggregate principal amount continuing and (ii) the Loan Parties shall have Unrestricted Cash of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12150,000,000.

Voluntary Prepayments. The Borrower may, upon notice shall have the right to the Administrative Agent, at any time or from time to time, voluntarily prepay the Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal from time to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest time on the amount prepaidfollowing terms and conditions: as a specifically negotiated requirement, together with any additional amounts required pursuant consideration for providing the Loans, and an important economic provision upon which the Agents and the Lenders are relying, the Borrower shall deliver to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later written notice of the Borrower’s intent to make such prepayment and the amount of such prepayment, by 3:00 p.m. no less than 12:00 p.m., two five (25) Business Days prior to any the date of such prepayment, specifying the date on which such prepayment and (iiis to be made; a notice delivered pursuant to Section 4.01(a)(i) any prepayment shall be irrevocable, shall obligate the Borrower to prepay the amount specified in such notice on the date specified therein together with accrued interest thereon and the applicable Prepayment Premium, if any, all of which shall become due and payable on the prepayment date set forth in such notice; provided that notwithstanding the foregoing any such voluntary prepayment occurring as a result of a Change of Control, a refinancing of the Obligations or another material transaction specified in the relevant notice may be conditional upon the closing of any such transaction; each partial prepayment of any Loans shall be in a multiple of $50,000 and in an aggregate principal amount of at least $250,000; each prepayment of Loans pursuant to this Section 4.01 on any day other than the lesser of (A) $5,000,000 and (B) the entire principal amount last day of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) applicable Interest Period shall specify be subject to compliance by the Borrower with the applicable provisions of Section 2.07; and on the date of such prepaymentprepayment of any Loan pursuant to this Section 4.01, the amount Borrower shall pay to the Administrative Agent, for the benefit of principal being prepaid and the Lenders, the applicable Prepayment Amount determined as set forth in Premium, if any. Each prepayment pursuant to this Section 4.01 shall be applied pro rata to the definition Loans (and pro rata among and within each Class of Loans) based on the outstanding principal amounts thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Notwithstanding anything in Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior 4.01(a) to the specified effective date) contrary, if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts any Lenders decline all or any portion of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given any mandatory payment in accordance with Section 6.124.05, any voluntary prepayment of the applicable Loans that occurs within three (3) Business Days of the date that the applicable Lenders decline such mandatory prepayment in an amount equal to such declined proceeds, shall: (i) be excluded from the notice and minimum amount requirements of Sections 4.01(a)(i) and 4.01(a)(iii), and (ii) be applied to reduce the Loans and the Prepayment Premium that would have been applicable to such amount if accepted as a mandatory prepayment under Section 4.02(a).

Voluntary Prepayments. (a) Borrower may prepay, all or any portion of the Outstanding Principal Balance on any Business Day, provided that the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing (other than in connection with a prepayment made with respect to a release of an Individual Property subject to a Qualified Release Property Default); (ii) Borrower shall timely deliver to Lender a Prepayment Notice; (iii) Mezzanine B Borrower shall concurrently make a prepayment of all or a portion, as applicable, of the outstanding principal balance of the Mezzanine B Loan, and shall otherwise satisfy the applicable conditions in the Mezzanine B Loan Documents with respect to such prepayment (as evidenced by an Officer’s Certificate and, and in the case of a prepayment in full or the release of an Individual Property, the delivery to Lender of a copy of a payoff letter from the Mortgage Lender and the Mezzanine B Lender); (iv) Borrower shall comply with the provisions and pay to Lender the applicable amounts set forth in Section 2.4.6 and (v) if Borrower is prepaying the entire Outstanding Principal Balance, then Borrower shall also pay to Lender (without duplication of amounts paid under Section 2.4.6) any and all other amounts outstanding under the Note, this Agreement, and any of the other Loan Documents. The aggregate amount prepaid by Borrower mayunder this paragraph (a) and concurrently by Mezzanine B Borrower under the Mezzanine B Loan Documents shall be allocated among the Loan and the Mezzanine B Loan pro rata in accordance with their respective outstanding principal balances immediately prior to such prepayments. For the avoidance of doubt, upon notice to voluntary prepayments on the Administrative AgentLoan, at any time or from time to time, voluntarily prepay the Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount part, shall not be conditioned on pro-rata prepayments of the Loans being prepaid, Mortgage Loan (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined except as set forth herein in the definition thereof. The Borrower shall make such prepaymentconnection with releases of Net Liquidation Proceeds After Debt Service, together with all accrued interest thereon Property Releases and the related Prepayment Amount and any additional amounts required pursuant payments to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that cure a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12Low Cash Flow Trigger Period).

Voluntary Prepayments. ​ ​ The Borrower may, upon notice (which notice may be in the form attached as Exhibit H-2 hereto or any other form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed), appropriately completed and signed by a Responsible Officer) to the Administrative AgentAgent (a “Voluntary Prepayment Notice”), at any time or from time to time, voluntarily prepay the Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) in the case of a prepayment of Delayed Draw Loans, the applicable Prepayment Amount Amount, if any, for such Delayed Draw Loans being prepaid and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that that, except with respect to any prepayments made pursuant to Section 2.09(a), (i) such notice Voluntary Prepayment Notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment (or such shorter period as the Administrative Agent and the Lenders may agree) and (ii) any prepayment shall be either (A) in an aggregate principal amount of at least the lesser of (A) $5,000,000 and a whole multiple of $1,000,000 in excess thereof or (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) Notice shall specify the date of such prepayment, the amount of principal being prepaid, whether the Loans being prepaid and are Initial Loans, Delayed Draw Loans, Kodiak Pay-off Loans or other Additional Loans, and, in the case of a prepayment of Delayed Draw Loans, the applicable Prepayment Amount Amount, if any, determined with respect to such Delayed Draw Loans, as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount Amount, if any, and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of certain events, including including, without limitation, the closing of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Subject to Section 2.11(j), any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of each such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12.

Voluntary Prepayments. (a) The Borrower mayLoan may not be prepaid on or prior to September 20, upon notice 2013 other than prepayments of the principal balance of the Loan which arise from payments of one or more Pledged Receivables by the related Obligor(s) and in accordance with Section 2.5. At any time after September 20, 2013, subject to the Administrative Agentterms of this Agreement and the payment of the applicable prepayment premium set forth in this Section 2.6(a) (other than with respect to prepayments of the principal balance of the Loan which arise from payments of one or more Pledged Receivables by the related Obligor(s) or any other proceeds of Collateral and in accordance with Section 2.5), at any time or from time to timeBorrower may terminate financing under this Agreement, voluntarily and prepay the Loans Loan in whole or whole, but not in part (part. Such permitted prepayment in full shall be known as a “Voluntary PrepaymentTermination”), and may be effected only by providing Agent with written notice (the “Termination Notice”). The Termination Notice shall be provided to the Agent at least sixty (60) calendar days prior to the specific date upon which Borrower intends to cease financing hereunder and prepay the Obligations in full, which date shall be known as the “Voluntary Termination Date”). In connection with a Voluntary Termination, if Borrower does not pay and perform all Obligations on the Voluntary Termination Date, Borrower may subsequently terminate financing under this Agreement only upon delivering to Lender a new Termination Notice and otherwise complying with this Section 2.6(a). In connection with a Voluntary Termination whereby the Voluntary Termination Date is on or before September 20, 2014, the Indebtedness owing and to be paid by Borrower to Agent, for the benefit of Lenders, on the Voluntary Termination Date shall include as liquidated damages, not as a penalty, an amount equal to three percent (3%) multiplied by the sum of (x) the aggregate then outstanding principal amount balance of the Loans being prepaidLoan. In connection with a Voluntary Termination whereby the Voluntary Termination Date is after September 20, (y) 2014 and is on or before September 20, 2015, the applicable Prepayment Amount Indebtedness owing and (z) all accrued interest to be paid by Borrower to Agent, for the benefit of Lenders, on the Voluntary Termination Date shall include as liquidated damages, not as a penalty, an amount prepaid, together with any additional amounts required pursuant equal to Section 3.04; provided that one and one-half of one percent (i1.5%) such notice must be received multiplied by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate then outstanding principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount balance of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12Loan.

Voluntary Prepayments. The Borrower may, upon notice to the Administrative Agent, at any time or from time to time, voluntarily prepay the Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined Except as set forth in Section 2.5(b) below, the definition thereofLoan may be prepaid only through the collections of Scheduled Payments and any other amounts with respect to the Leases. The Revolving Loan Voluntary Prepayment. Borrower may voluntarily prepay, in whole, but not in part, the principal balance of the Revolving Advances and all accrued and unpaid interest thereon at any time, so long as Borrower shall make have identified the Prepayment Date and given Agent not less than thirty (30) calendar days prior written notice in advance of such proposed Prepayment Date. In connection with any prepayment of the principal balance of the Revolving Advances pursuant to this Section 2.5(b) made on or prior to May 14, 2021 (“Revolving Lockout Period Termination Date”), Borrower shall be liable for the Revolving Commitment Lockout Period Additional Interest with respect to any such prepayment of the Revolving Advances which shall be paid concurrently with such prepayment, together . In connection with all accrued interest thereon and any prepayment of the related Prepayment Amount and any additional amounts required principal balance of the Revolving Advances pursuant to this Section 3.04 on 2.5(b) after the date specified in such Voluntary Prepayment NoticeRevolving Lockout Period Termination Date, and all such amounts Borrower shall be liable for the Revolving Advance Prepayment Additional Interest which shall be paid concurrently with such prepayment. Upon the payment by the Borrower in cash in full of the Obligations with respect to the Revolving Advances (other than indemnity obligations that are not then due and payable on such date; provided that a or with respect to which no claim has been made) pursuant to this Section 2.5(b), the Revolving Loan Commitments shall terminate. Term Loan Voluntary Prepayment Notice delivered by Prepayment. Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilitiesvoluntarily prepay, in which case whole, but not in part, the principal balance of the Term Loan and all accrued and unpaid interest thereon (including PIK Interest) at any time so long as Borrower shall have identified the Prepayment Date and given Agent not less than thirty (30) calendar days prior written notice in advance of such notice may be revoked by Borrower (by notice proposed Prepayment Date. In connection with any prepayment of the principal balance of the Term Loan made pursuant to Administrative Agent this Section 2.5(c) on or prior to the specified effective datedate that is eighteen (18) if months following the Initial Term Loan Funding Date (“Class B Lockout Period Termination Date”), Borrower shall be liable for the Term Loan Lockout Period Additional Interest which shall be paid concurrently with such conditions are not satisfiedprepayment. Any Voluntary Prepayment described in In connection with any prepayment of the principal balance of the Term Loan made pursuant to this Section 2.04 2.5(c) after the Class B Lockout Period Termination Date, Borrower shall be made to the Administrative Agent liable for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Term Loan Prepayment Notices Additional Interest which shall be made and given in accordance paid concurrently with Section 6.12such prepayment.

Voluntary Prepayments. The Any Borrower Party may, upon notice delivery of a Prepayment Notice to the Administrative Agent, at any time or from time to time, time voluntarily prepay the Loans in whole or in part without premium or penalty; provided that: (a “Voluntary Prepayment”a) in an amount equal with respect to Swingline Loans, the sum principal of (x) any Swingline Loan may be prepaid by 11:00 a.m. on any Business Day, and any prepayment not received by 11:00 a.m. on such Business Day shall be deemed to have been made on the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount next succeeding Business Day; and (zb) all accrued interest on the amount prepaidwith respect to any other Loan, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two than: (2A) 11:00 a.m. three (3) Business Days prior to any date of prepayment and (ii) of any prepayment shall be in an aggregate principal amount of Loans accruing interest at least the lesser of (A) $5,000,000 Term SOFR, Floating SOFR or the CP Rate; and (B) 11:00 a.m. one (1) Business Day prior to any date of prepayment of any Daily SOFR Loans or Base Rate Loans; and (c) any prepayment of Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; or, if less, the entire principal amount of the Loans thereof then outstanding. Each such notice (a “Voluntary Prepayment Notice”) Notice shall specify the date (which shall be a Business Day) and amount of such prepayment, if applicable, the Type(s) of Syndicated Loans to be prepaid. Administrative Agent will promptly notify each Funding Agent of its receipt of each such notice, and of the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereofits Lender Group’s Repayment Percentage of such prepayment. The If such notice is given by a Borrower Party, such Borrower Party shall make such prepaymentprepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. With respect to any Loan prepaid pursuant to this Section 3.05, together with all accrued interest thereon and the related Prepayment Amount shall be paid in accordance with Section 3.02(b) and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts 4 with respect thereto shall be due promptly paid following receipt of an accurate and payable on correct invoice for such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that amounts. Subject to Section 2.15, each such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may prepayment shall be revoked by Borrower (by notice to Administrative Agent on or prior applied to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to Principal Obligation held by each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12its applicable Repayment Percentage.

Voluntary Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time, voluntarily prepay the Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, prepaid and (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, so prepaid together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m.11:00 a.m., two (2) three Business Days prior to any date of prepayment and prepayment, (ii) any prepayment shall be in an aggregate principal amount of at least least, the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstandingoutstanding and (iii) no Default or Event of Default would occur after giving effect to such voluntary prepayment. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount prepayment amount determined as set forth in the definition thereoffirst sentence of this Section 2.03(a). The Borrower shall make such prepayment, together with all accrued interest thereon prepayment and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date prepayment amount specified in such Voluntary Prepayment Notice, and all such amounts notice shall be due and payable on the date specified therein. In the event that the Borrower makes any voluntary prepayment before March 1, 2016 (the six-month anniversary of the Second Restatement Date) (the “Threshold Date”) (whether or not such date; provided prepayment is accompanied by a reduction of the Commitment Amount), then the Borrower shall pay to the Lenders an amount equal to the Spread on such prepaid amount that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, would have accrued from and including the closing date of other credit facilitiesprepayment through the Threshold Date, in which case payable on each Interest Payment Date as and when such notice may be revoked by Spread would have been paid as interest. In the event that the Borrower (by notice to Administrative Agent makes any voluntary prepayment on or prior after the Threshold Date, and, after giving effect to such prepayment the outstanding amount of the Loans would be less than [* * *] of the aggregate Commitments as of the date of such prepayment, on each Interest Payment Date from the date of such prepayment through the Maturity Date, the Borrower shall pay to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made Lenders an amount equal to the Administrative Agent for the ratable accounts of the LendersSpread on such Underage (as defined below) as and when such Spread would have been paid as interest had such amounts been drawn. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12.“

Voluntary Prepayments. The Borrower may, upon notice to the Administrative Agent, at any time or from time to time, voluntarily may prepay the Loans Loan in whole or in part part, without penalty or premium (other than payment of the Minimum Multiple as provided below), upon at least ten (10) Business Days’ prior written notice to Administrative Agent, which notice (each, a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of Business Day upon which such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts prepayment shall be due and payable on made (each such date; provided that , a Voluntary “Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice Date”) and may be revoked by Borrower (by written notice to Administrative Agent up until and including the Prepayment Date (provided that Borrower pays all actual out-of-pocket costs and expenses incurred by Administrative Agent or any Lender on or prior account of such revocation), provided that, together with such principal prepayment, Borrower pays: (A) all accrued and unpaid interest on the applicable portion of the Loan being prepaid to and including the applicable Prepayment Date, (B) all other sums then due and payable by Borrower under the Loan Documents with respect to the specified effective dateportion of the Loan being prepaid, (C) if such conditions are Prepayment Date is not satisfieda Payment Date, all interest that would have accrued on the applicable portion of the Loan being prepaid through the last day of the Interest Period within which such Prepayment Date occurs, and (D) contemporaneous with such prepayment of the Loan in full (or a portion thereof, as the case may be) Borrower shall also cause the Mezzanine Borrower to prepay the Mezzanine Loan or a corresponding percentage thereof based on the Loan Percentage Share in accordance with the provisions of the Mezzanine Loan Agreement. Any Voluntary Prepayment described If the Minimum Multiple has not been satisfied as of the date of final repayment of the Loan, Borrower’s final prepayment or repayment of the Loan in this Section 2.04 full shall, in addition to all amounts required above, include the amount necessary to satisfy the Minimum Multiple and such amount shall be made to the distributed by Administrative Agent for the ratable accounts of to the Lenders. The Upon receipt of a Prepayment Notice pursuant to this Section 2.12, Administrative Agent shall forward to promptly (but in no event more than one (1) Business Day after Administrative Agent’s receipt of such written notice) notify each Lender its Ratable Share of the contents thereof and of such paymentLender’s ratable share of the principal amount of such prepayment. All Voluntary Prepayments and Voluntary Prepayment Notices Except as otherwise provided above, no portion of the Mezzanine Loan shall be made and given prepaid until the Loan has been repaid in accordance with Section 6.12full.

Voluntary Prepayments. The Borrower Subject to the payment of any Make-Whole Amount and/or Prepayment Premium as required under Section 2.07(d) and any other fees or amounts payable hereunder at such time, the Issuer may, upon notice to the Administrative Agent, at any time or from time to timePurchasers, voluntarily prepay the Loans Initial Notes and/or any Delayed Draw Notes, in each case, in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaidpart; provided, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that that: (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two 11:00 a.m. (2Eastern time) three (3) Business Days prior to any the date of prepayment and prepayment; (ii) any such prepayment must be applied (A) first, to the Initial Notes, (B) then, to the First Delayed Draw Notes (if any), (C) then, to the Second Delayed Draw Notes (if any), and (D) then, to the Third Delayed Draw Notes (if any), in that order, and (iii) any such prepayment shall be in an aggregate a principal amount of at least the lesser $20,000,000 or a whole multiple of $1,000,000 in excess thereof (A) $5,000,000 and (B) or, if less, the entire principal amount of the Loans thereof then outstanding). Each such notice (a “Voluntary Prepayment Notice”) shall specify the date and amount of such prepaymentprepayment (which, for purposes of clarity, shall be applied to the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth Notes in the definition thereoforder described in clause (ii) above). The Borrower Issuer shall make such prepayment, together with all accrued interest thereon prepayment and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date payment amount specified in such Voluntary Prepayment Notice, and all such amounts notice shall be due and payable on such datethe date specified therein; provided that if such a Voluntary Prepayment Notice delivered by Borrower may state notice expressly states that such notice it is conditioned upon the effectiveness of certain events, including other credit facilities or the closing of other credit facilitiesa specified transaction, in which case such notice may be revoked by Borrower the Issuer (by written notice to Administrative Agent the Purchasers on or prior to the specified effective date) only if such conditions are condition is not satisfied. Any Voluntary Prepayment described in prepayment pursuant to this Section 2.04 2.07(a) shall be made accompanied by (x) all accrued interest on the principal amount of the Notes prepaid, (y) any Make-Whole Amount and/or Prepayment Premium required under Section 2.07(d), if and to the Administrative Agent for the ratable accounts extent applicable, in respect of the LendersNotes prepaid and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. The Administrative Agent shall forward to each Lender its Ratable Share of Each such payment. All Voluntary Prepayments and Voluntary Prepayment Notices prepayment shall be made applied (1) first, to all costs, expenses, indemnities and given other amounts due and payable hereunder, (2) then, to payment of default interest, if any, (3) then, to payment of any Prepayment Premium required by Section 2.07(d), if and to the extent applicable, (4) then, to payment of any Make-Whole Amount required by Section 2.07(d), if and to the extent applicable, (5) then to payment of accrued interest, and (6) thereafter, to the payment of principal (which may be applied to reduce the quarterly payments of principal on the Notes being repaid pursuant to Section 2.08, in accordance with Section 6.12such order as Issuer may direct).

Voluntary Prepayments. The Borrower may, upon notice to may prepay all or part of the Administrative Agent, at any time or from time to time, voluntarily prepay the Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaidLoan by irrevocable written notice delivered to the Agent at least 30 (thirty) calendar days in advance of the date on which it wishes to make the corresponding prepayment, which must coincide with an Interest Payment Date under this Agreement; on the understanding that the Borrower must also pay the interest accrued as of the date on which the prepayment in question is actually made for the principal amount to be prepaid (yand which is pending payment). Additionally, the Borrower shall pay a prepayment fee equivalent to 1.00% (one percent) the applicable Prepayment Amount and (z) all accrued interest plus VAT on the amount prepaidof the prepayment in the event of prepayment of the Loan between the execution date of the Agreement and up to 2 (two) years following the Works Completion Date, together with any additional amounts required pursuant to Section 3.04; provided on the understanding that such fee will only be paid if the prepayment proceeds come from funds derived from a direct or indirect refinancing by a financial entity other than the Creditors and/or their Affiliates and/or a market transaction (idebt substitution) such notice must be received and that have been contracted by the Administrative Agent not later Borrower or any of its Affiliates (“Prepayment Fee”). In the event that, during the term of this Agreement, the Borrower obtains a firm proposal from any financial entity other than 12:00 p.m.the Creditors to obtain funds to make a prepayment of the Loan (“Financing Proposal”), two it shall give notice to the Creditors of the terms and conditions of such Financing Proposal. The Creditors, individually or jointly, shall have the right to, within 45 (2forty-five) Business Days prior to any date upon receiving such notice, notify the Borrower of prepayment and (ii) any prepayment shall be in an aggregate principal amount of a firm financing proposal on at least the lesser same terms as the proposal notified to them (“Creditors Financing Proposal”). If the Creditors, or any of (A) $5,000,000 and (B) them, submits a Creditors Financing Proposal, it will be entitled to be preferred to refinance the entire principal amount Loan. In the event that none of the Loans then outstandingCreditors submits a Creditors Financing Proposal, the Borrower may contract the Loan under the terms of the Financing Proposal. Each The foregoing without prejudice to the application of the Prepayment Fee referred to in the immediately preceding paragraph. This Prepayment Fee will not be payable in the event that the voluntary prepayment is made in full and is made as a result of a refinancing of this Agreement by the Creditors or any Affiliate thereof. Provided that, for such notice (a “Voluntary Prepayment Notice”) shall specify purposes, the date Creditors will have the preference to be elected on equal terms. In the event that the prepayment made by the Borrower is for an amount less than the total outstanding balance of such the Borrowings at the time of prepayment, such partial prepayment will be used by the amount Agent to cover repayments of principal being prepaid and the applicable Prepayment Amount determined as set forth Loan in the definition thereofreverse order to its maturity. The Borrower shall make such cover, if applicable, break funding costs derived from voluntary prepayment, together with all accrued interest thereon and whether they are originated by the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on cancellation or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts reconduction of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12Interest Rate Coverage or not.

Voluntary Prepayments. The Borrower may, upon notice to the Administrative Agent, Borrowers may at any time or from time to time, voluntarily prepay the Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such with respect to --------------------- Index Rate Loans, on at least one (1) day's prior written notice must be received by the Administrative Borrower Representative to Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) with respect to LIBOR Rate Loans, three (3) days' prior written notice by Borrower Representative to Agent, voluntarily prepay all or part of the Loans and, at the option of Borrower Representative, permanently reduce (but not terminate) the Revolving Loan Commitment; provided -------- that (A) any such prepayments or reductions shall be in a minimum amount of $10,000,000 and integral multiples of $1,000,000 in excess of such amount, (B) any such prepayment shall be in used first to prepay the Swing Line Loan and second ----- ------ to repay the outstanding Revolving Credit Advances and (C) the Revolving Loan Commitment shall not be reduced to an aggregate principal amount of less than $350,000,000. In addition, Borrowers may at any time on at least ten (10) days' prior written notice by Borrower Representative to Agent terminate the lesser of (A) $5,000,000 Revolving Loan Commitment; provided that upon such termination, all Loans and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts other Obligations -------- shall be immediately due and payable in full. Any such voluntary prepayment and any such reduction or termination of the Revolving Loan Commitment must be accompanied by the payment of any LIBOR funding breakage costs in accordance with Section 1.12(b). Upon any such prepayment and reduction or termination of --------------- the Revolving Loan Commitment, Borrowers' rights to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on such datetheir behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon permanent reduction -------- of the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower Revolving Loan Commitment below $700,000,000 shall require a corresponding pro rata reduction (by notice to Administrative Agent on or prior to the specified effective dateextent below $700,000,000) if in the L/C Sublimit. Each notice of partial prepayment shall designate the Obligations to which such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall prepayment is to be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12applied.

Voluntary Prepayments. The Borrower may, upon notice to the Administrative Agent, may at any time or from time on at least five (5) days' prior written notice to time, Agent (i) voluntarily prepay all or part of the Loans in whole Term Loan and/or (ii) voluntarily prepay all or in part of the Revolving Loan and permanently reduce (a “Voluntary Prepayment”) in an amount equal to the sum of (xbut not terminate) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04Revolving Loan Commitment; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (iiA) any prepayment such prepayments or reductions shall be in an aggregate principal a minimum amount of at least $1,000,000 and integral multiples of $250,000 in excess of such amount and (B) the lesser Revolving Loan Commitment shall not be reduced to an amount less than the greater of (Ax) $5,000,000 and (By) the entire principal amount of L/C Sublimit. Borrower may at any time on at least ten (10) days' prior written notice to Agent terminate the Revolving Loan Commitment, provided that upon such termination all Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts other Obligations shall be immediately due and payable in full. Any such voluntary prepayment and any such reduction or termination of the Revolving Loan Commitment must be accompanied by the payment of any LIBOR funding breakage costs in accordance with SECTION 1.13(b). Upon any such prepayment and reduction or termination of the Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on such dateits behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided that a Voluntary Prepayment Notice delivered permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit (as defined in ANNEX B). Each notice of partial prepayment shall designate the Loan or other Obligations to which such prepayment is to be applied, provided that any partial prepayments of the Term Loan made by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made applied to prepay the Administrative Agent for the ratable accounts scheduled installments of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share Term Loan in inverse order of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12maturity.

Voluntary Prepayments. (a) The Borrower mayshall be prohibited from making any prepayments, in-whole or in-part, during the Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in-part, by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders, on the date of such termination provided, however, that if (i) the Administrative Agent establishes one or more Reserves, (ii) a Lender makes a demand for increased costs in accordance with Section 2.13 hereof or, (iii) the Obligations are being refinanced by Atalaya or an Affiliate thereof, or (iv) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at any such time or from time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to timethe Company during the first twelve (12) months of the Lock-Out Period, voluntarily the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a reduced Lock-Out Make-Whole Payment equal to the product of (x) the projected average daily outstanding principal amount of the Loans from the date of prepayment until the twelve (12) month anniversary of the Closing Date (as determined by Administrative Agent in whole or consultation with the Company and utilizing commercially reasonable assumptions) multiplied by (y) the Interest Rate in part effect at the time of such prepayment, multiplied by (z) a “Voluntary Prepayment”fraction, the numerator of which is the actual number of days between the date of prepayment and the twelve (12) in month anniversary of the Closing Date and the denominator of which is 360, plus (c) an amount equal to the sum product of (x) the aggregate principal amount of the Loans being prepaid, 3.00% and (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12Maximum Committed Amount.

Voluntary Prepayments. The Loans may not be voluntarily prepaid on or prior to the second anniversary of the Closing Date, except pursuant to Section 2.03(c). After the second anniversary of the Closing Date, subject to the payment of any prepayment premium as required under Section 2.03(d), the Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time, voluntarily prepay the Loans Obligations, in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04part; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two 11:00 a.m. three (23) Business Days prior to any the date of prepayment and (ii) any such prepayment shall be in an aggregate a minimum principal amount of at least the lesser $2,500,000 and integral multiples of $500,000 in excess thereof (A) $5,000,000 and (B) in each case, if less, the entire principal amount of the Loans thereof then outstanding). Each such notice (a “Voluntary Prepayment Notice”) shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon prepayment and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date payment amount specified in such Voluntary Prepayment Notice, and all such amounts notice shall be due and payable on the date specified therein. Any prepayment pursuant to this Section 2.03(a) shall be accompanied by all accrued interest on the amount prepaid (it being understood and agreed that if any prepayment is made on a day other than the last Business Day of a calendar month, such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilitiesprepayment shall be accompanied by, in addition to all accrued interest on the amount prepaid, all interest that would have accrued on the amount prepaid had such prepayment been made on the last Business Day of such calendar month rather than the date upon which case such notice may prepayment was actually made), and the prepayment premium required under Section 2.03(d). Each such prepayment shall be revoked applied first to all costs, expenses, indemnities and other amounts due and payable hereunder, if any, then to payment of default interest, if any, then to payment of prepayment premium required by Borrower (by notice Section 2.03(d), then to Administrative Agent on or prior payment of accrued interest and thereafter to the specified effective date) if payment of principal. Each such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 prepayment shall be made applied to the Administrative Agent for the ratable accounts Initial Term Loan and Delayed Draw Loans of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments Lenders on a pro rata basis, and Voluntary Prepayment Notices shall be made and given paid to the Lenders in accordance with Section 6.12their respective Applicable Percentages.

Voluntary Prepayments. (i) The Borrower mayshall have the right at any time and from time to time to prepay any Borrowing in whole or in part, upon subject to the requirements of this Section 2.10. Voluntary prepayments of any Class of Term Loans permitted pursuant to this Section 2.10(a)(i) shall be applied to the remaining scheduled installments of principal thereof pursuant to Section 2.3 in a manner determined at the discretion of the Borrower and specified in the notice of prepayment (and absent such direction, in direct order of maturity). (ii) Notwithstanding the foregoing, in the event that the Borrower prepays any Initial Term Loans (including, for avoidance of doubt, any prepayment made pursuant to Section 2.10(b)(iii) or 2.10(b)(iv) but excluding prepayments made pursuant to Section 2.10(b)(i)), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Lenders (subject to the proviso below), (I) at any time or from time prior to timethe first anniversary of the Closing Date, voluntarily prepay the Loans in whole or in part (a “Voluntary Prepayment”) prepayment premium in an amount equal to 2.00% of the sum of (x) the aggregate principal amount prepaid or otherwise refinanced and (II) at any time from and after the first anniversary of the Loans being prepaidClosing Date and prior to the second anniversary of the Closing Date, (y) the applicable Prepayment Amount and (z) all accrued interest on a prepayment premium in the amount prepaid, together with any additional amounts required pursuant equal to Section 3.04; provided that (i) such notice must be received by 1.00% of the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount prepaid or otherwise refinanced. For the avoidance of at least doubt, no prepayment premium will be applicable is such prepayment or refinancing is made on or after the lesser of (A) $5,000,000 and (B) the entire principal amount second anniversary of the Loans then outstandingClosing Date. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such Such amounts shall be due and payable on the date of effectiveness of such dateprepayment or refinancing. (iii) Notwithstanding anything in any Loan Document to the contrary, so long as no Event of Default has occurred and is continuing, the Borrower may prepay any Class of outstanding Term Loans at any time on at least three (3) Business Days’ prior written notice by Borrower to the Administrative Agent; provided that any such prepayments or reductions shall be in a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness minimum principal amount of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on $1,000,000 or prior to the specified effective date) if such conditions are not satisfieda whole multiple thereof. Any Voluntary Prepayment described in this Section 2.04 shall voluntary prepayment must be made to accompanied by the Administrative Agent for the ratable accounts payment of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given any Term SOFR funding breakage costs, as applicable, in accordance with Section 6.12.2.15(c) and the fee payable in accordance with Section 2.10(a)(ii), if any. Each notice of partial prepayment shall designate the Loans or other Obligations hereunder to which such prepayment is to be applied, and any notice delivered pursuant to this Section 2.10 may be conditioned on the occurrence of one or more events described in the applicable notice. If no direction is given as to the application of prepayments in respect of the Term Loans, such prepayments shall be applied first to the amortization payments required by Section 2.3, if any, in direct order of maturity and, thereafter, to the remaining balance of Term Loans then outstanding. (b)

Voluntary Prepayments. The Borrower mayExcept for regular payments of interest and principal as provided hereunder, prepayments, (i) shall not be permitted during the Revolving Loan Term, and (ii) may be made, subject to Section 2.6 hereof, in whole, but not in part, upon five (5) days prior written notice to the Administrative Agent, Lender at any time after the end of the Revolving Loan Term upon payment of the applicable Prepayment Premium (whether such prepayment results from voluntary payments by Borrower, acceleration, or from otherwise); provided, however, that (A) payments or prepayments of Pledged Notes Receivable made by Purchasers who are not directly or indirectly solicited by Borrower to make such prepayment shall not violate this Section 2.5(a)(i), and no Prepayment Premium shall be payable as a result of any such payment by Purchasers; and (B) if at any time the Borrower wishes to timerelease any Pledged Notes Receivable for the purpose of including those Pledged Notes Receivable in a securitization, voluntarily pooling or similar conduit transaction, and after 30 days’ prior written notice to Lender, Borrower may prepay the Loans principal balance of the Loan in whole or in part (a “Voluntary Prepayment”) in an amount part, to the extent necessary to cause the then current outstanding unpaid principal balance of the Loan to be equal to or less than the sum Borrowing Base, and, except as provided in Section 2.6 hereof, no Prepayment Premium will be due where such prepayment is the result of (x) a securitization closing, as certified by Borrower to Lender. If Borrower voluntarily prepays the aggregate principal amount entire Receivables Loan Component, then Borrower shall pay to Lender the fee described in Section 2.6 hereof, shall no longer be entitled to Advances of the Loans being prepaid, (y) Acquisition Loan Component or the applicable Prepayment Amount Inventory Loan Component and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by outstanding principal balance under the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment Inventory Loan Component and (ii) any prepayment the Acquisition Loan Component shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined repaid as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.122.5(a)(i).

Voluntary Prepayments. (a) The Borrower Borrowers may, upon written notice from the Lead Borrower to the Administrative Agent, at any time or and from time to time, voluntarily prepay any Borrowing of any Class (other than Swingline Loans, the Loans prepayment of which is governed by clause (b) of this Section 2.07) in whole or in part without premium or penalty (a “Voluntary Prepayment”) except as set forth in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaidSection 2.17)), (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two 1:00 p.m. (21) three (3) Business Days prior to any date of prepayment of a LIBOR Borrowing and (ii2) any on the date of prepayment shall be of an ABR Borrowing (or in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount each case, on such later date or time as each of the Loans then outstandingAdministrative Agent and each Lender may agree to in its sole discretion). Each such notice (a “Voluntary Prepayment Notice”) shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower Borrowers shall make such prepayment, together with all accrued interest thereon prepayment and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date payment amount specified in such Voluntary Prepayment Notice, and all such amounts notice shall be due and payable on such date; the date specified therein, provided that a Voluntary Prepayment Notice delivered by Borrower notice of prepayment may state that such notice is conditioned upon the effectiveness of certain events, including the closing of any other credit facilitiestransaction, in which case such notice may be revoked or the effective date of the prepayment date specified in such notice may be delayed by the Lead Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such conditions are condition is not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made satisfied subject to the Administrative Agent for Borrowers’ obligation to indemnify the ratable accounts of the Lenders. The Administrative Agent shall forward Lenders pursuant to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.122.17.

Voluntary Prepayments. The Borrower may, upon notice to the Administrative Agent, may at any time or from time on at least three (3) days’ prior notice to time, Agent and Lenders voluntarily prepay all of the Loans Term Loan. In addition, subject to the following sentence, Borrower may at any time on at least three (3) days' prior written notice to Agent and Lenders voluntarily prepay part of the Term Loan; provided that any such partial prepayment shall be in whole or a minimum amount of $1,000,000 and integral multiples of $500,000 in part excess of such amount. Notwithstanding the preceding sentence, if Borrower has given notice of a voluntary partial prepayment of the Term Loan (such notice, a “"Voluntary Prepayment”Partial Prepayment Notice"), any Term Lender holding a portion of the Term Loan may elect, by notice to Agent prior to the prepayment date, to decline the amount of such voluntary partial prepayment of the Term Loan to the extent it would be applied to prepay the portion of the Term Loan held by such declining Term Lender assuming none of the Term Lenders declined such prepayment (the aggregate amount, if any, so declined by the declining Term Lenders in respect of a Voluntary Partial Prepayment Notice, the "Declined Voluntary Prepayment Amount"), in which case (i) in respect of a Voluntary Partial Prepayment Notice Borrower may only prepay the Term Loan, and shall prepay the Term Loan, in each case in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) voluntary partial prepayment specified in such Voluntary Partial Prepayment Notice less the applicable Declined Voluntary Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment in respect thereof and (ii) any prepayment the amount prepaid shall be in an aggregate principal amount of at least applied to the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required Term Loan pursuant to Section 3.04 1.11(a) for the ratable benefit of each Term Lender that did not decline such prepayment. In addition, Borrower may at any time on at least 10 days' prior written notice to Agent terminate the date specified in Revolving Loan Commitment; provided that upon such Voluntary Prepayment Noticetermination, all Loans and all such amounts other Obligations shall be immediately due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfiedfull. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts such voluntary prepayment and any such termination of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share Revolving Loan Commitment must be accompanied by the payment of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given the Fee required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 6.121.13(b). Upon any such termination of the Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances shall simultaneously be terminated.

Voluntary Prepayments. The Any Borrower may, upon notice to the Administrative Agent, at any time or from time to timetime at its option, voluntarily prepay any Loan without premium or penalty or permanently reduce the Loans in whole or in part Available Credit of the Credit Facility, provided that: (a “Voluntary Prepayment”a) any prepayment is in an amount equal to a minimum of $100,000 depending upon the sum currency of repayment and any reduction is in a minimum amount of $100,000; (xb) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) Borrower pays concurrently with any such prepayment all interest accrued interest on the amount prepaid, prepaid together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received breakage costs, if any, incurred by the Administrative Agent not later than 12:00 p.m.Lenders as a result of any such prepayment; (c) the Lenders receive written notice of such prepayment, two (2) at least three Business Days prior to any the date of such prepayment and specifying the amount and date of such prepayment. Any such notice shall be irrevocable and the Borrowers shall be bound to prepay in accordance with such notice; and (i) outstanding B/As may not be prepaid but may be defeased by any Borrower cash collateralizing the face amounts of such B/As, in respect of which the provisions of Section 2.5.10 shall apply on a mutatis mutandis basis (provided that in the case of B/A Equivalent Loans, the Lenders at their option may accept prepayment in cash of the face amount of such B/A Equivalent Loan in lieu of accepting cash collateral). 2.11 Alternate Rate of Interest If prior to the commencement of any Interest Period for a SOFR Borrowing or any Contract Period for any B/A Borrowing: (a) the Lenders determine that adequate and reasonable means do not exist for ascertaining SOFR or CDOR for such Interest Period or Contract Period; or (b) the Lenders determine that SOFR or CDOR for such Interest Period or Contract Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining SOFR Loans or B/As (or B/A Equivalent Loans) included in such Borrowing for such Interest Period or Contract Period; then the Lenders shall give notice thereof to the Borrowers by telephone as promptly as practicable thereafter and, until the Lenders notify the Borrowers that the circumstances giving rise to such notice no longer exist, (i) any Borrowing Request that requests the continuation of any Borrowing as an affected SOFR Borrowing or B/A Borrowing shall be deemed to request conversion to a U.S. Base Rate Borrowing or a Canadian Prime Borrowing (as applicable), and (ii) any prepayment shall be in Borrowing Request that requests an aggregate principal amount of at least the lesser of (A) $5,000,000 and (affected SOFR Borrowing or B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 /A Borrowing shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12as a U.S. Base Rate Borrowing or a Canadian Prime Borrowing (as applicable).

Voluntary Prepayments. The Borrower may, upon notice to the Administrative Agent, may at any time or from time on at least ten (10) days' prior written notice to time, Agent (i) voluntarily prepay the Loans in whole all or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) Revolving Loan and/or permanently reduce but not terminate the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04Revolving Loan Commitment; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (iiA) any prepayment such prepayments or reductions shall be in an aggregate principal a minimum amount of at least the lesser $10,000,000 and integral multiples of (A) $5,000,000 and 1,000,000 in excess of such amount, (B) the entire principal Tranche A Revolving Loan Commitment shall not be reduced to an amount less than $100,000,000, and (C) the Tranche B Revolving Loan shall not be reduced to an amount less than $20,000,000. Borrower may at any time and from time to time on at least (10) days' prior written notice to Agent terminate the Revolving Loan Commitment; provided that upon such termination, all Loans and other Obligations shall be immediately due and payable in full. Any such voluntary prepayment and any such reduction or termination of the Revolving Loan Commitment must be accompanied by the payment of the compensation required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). In the event GE Capital acts as the lead agent in providing a refinancing of the Loans then outstandingunder this Agreement, GE Capital shall waive the payment of any compensation otherwise required to be paid to GE Capital under Section 1.9(c). Each Upon any such notice (a “Voluntary Prepayment Notice”) prepayment and reduction or termination of the Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall specify simultaneously be permanently reduced or terminated, as the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such datecase may be; provided that a Voluntary Prepayment Notice delivered by Borrower may state permanent reduction of the Tranche A Revolving Loan Commitment shall not require corresponding pro rata reduction in the Swing Line Commitment and/or the L/C Sublimit (as defined in Annex B). Each notice of partial prepayment shall designate the Loan or other Obligations to which such prepayment is to be applied, provided that such notice is conditioned upon notwithstanding the effectiveness foregoing in the case of certain eventsa Default or an Event of Default, including the closing of other credit facilities, in which case such notice may all prepayments shall be revoked by Borrower (by notice to Administrative Agent on or prior applied to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12Tranche A Revolving Loan.

Voluntary Prepayments. The Borrower may, upon notice (which notice may be in the form attached as Exhibit H-2 hereto or any other form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed), appropriately completed and signed by a Responsible Officer) to the Administrative AgentAgent (a “Voluntary Prepayment Notice”), at any time or from time to time, voluntarily prepay the Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, prepaid and (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that that, except with respect to any prepayments made pursuant to Section 2.09(a), (i) such notice Voluntary Prepayment Notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment (or such shorter period as the Administrative Agent and the Lenders may agree) and (ii) any prepayment shall be either (A) in an aggregate principal amount of at least the lesser of (A) $5,000,000 and a whole multiple of $1,000,000 in excess thereof or (B) the entire principal amount of the such Type of Loans then outstandingoutstanding and being prepaid. Each such notice (a “Voluntary Prepayment Notice”) Notice shall specify the date of such prepayment, the amount of principal being prepaid, whether the Loans being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereofare Initial Loans, Revolving Loans or Additional Loans. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of certain events, including including, without limitation, the closing of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Subject to Section 2.11(j), any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share applicable Lenders of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12.the Type or Types of

Voluntary Prepayments. The Borrower may, upon notice from the Borrower to the Administrative AgentAgent in the form of a written Prepayment Notice, at any time or from time to time, time voluntarily prepay the Term Loans in whole or in part without premium (a “Voluntary Prepayment”except as otherwise set forth below) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04or penalty; provided that (ix) such notice Prepayment Notice shall contain the information required by the immediately succeeding sentence and must be received by the Administrative Agent not later than 12:00 p.m., two p.m. (2A) threetwo Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 Eurodollar RateTerm SOFR Loans, and (B) on the date of prepayment of Base Rate Loans; (y) any such prepayment of Eurodollar RateTerm SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount of the Loans thereof then outstanding); and (z) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $250,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice (a “Voluntary Prepayment Notice”) Notice shall specify the date and amount of such prepayment and the Type(s) of Term Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Xxxxxx’s Pro Rata Share of such prepayment. If such Prepayment Notice is given by the Borrower, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon prepayment and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date payment amount specified in such Voluntary Prepayment Notice, and all such amounts Notice shall be due and payable on the date specified therein, except that any such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness occurrence or non-occurrence of certain events, any event specified therein (including the closing effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by notice to Administrative Agent on or prior to the specified effective date) date of prepayment if such conditions are condition is not satisfied. Any Voluntary Prepayment described in this Section 2.04 prepayment of a Eurodollar RateTerm SOFR Loan shall be made accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Administrative Agent for the ratable accounts Loans of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given Lenders in accordance with their respective Pro Rata Shares. Each such prepayment of the Term Loans shall be applied to the principal installments thereof under Section 6.122.07(b) as directed by the Borrower in its sole discretion, and if no direction is given by the Borrower in direct order of maturity.

Voluntary Prepayments. The Borrower may, upon notice (which notice may be in the form attached as Exhibit H-2 hereto or any other form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed), appropriately completed and signed by a Responsible Officer) to the Administrative AgentAgent (a “Voluntary Prepayment Notice”), at any time or from time to time, voluntarily prepay the Initial Loans, the Delayed Draw Loans and/or the Revolving Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the such Loans being prepaid, (y) in the case of a prepayment of Delayed Draw Loans, the applicable Prepayment Amount Amount, if any, for such Delayed Draw Loans being prepaid and (z) other than with respect to the prepayment of Initial Loans contemplated in Section 4.02(k), all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that, (1) (A) prior to the expiration of the Prepayment Date, no prepayment of Initial Loans shall be permitted if there are any Revolving Loans or Delayed Draw Loans outstanding (after giving effect to any concurrent repayment of such Revolving Loans and/or Delayed Draw Loans, as applicable); for the avoidance of doubt, Revolving Loans may be prepaid at any time notwithstanding any Delayed Draw Loans that remain outstanding on the date of such prepayment, and (2) except with respect to any prepayments made pursuant to Section 2.09(a), (i) such notice Voluntary Prepayment Notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment (or such shorter period as the Administrative Agent and the Lenders may agree) and (ii) any prepayment shall be either (A) in an aggregate principal amount of at least the lesser of (A) $5,000,000 and a whole multiple of $1,000,000 in excess thereof or (B) the entire principal amount of the such Type of Loans then outstandingoutstanding and being prepaid. Each such notice (a “Voluntary Prepayment Notice”) Notice shall specify the date of such prepayment, the amount of principal being prepaid and whether the Loans being prepaid are Initial Loans, Delayed Draw Loans and/or Revolving Loans and, in the case of Delayed Draw Loans, the applicable Prepayment Amount Amount, if any, determined with respect to such Delayed Draw Loans, as set forth in the definition thereof. The Borrower shall make such prepayment, prepayment together with all accrued interest thereon and the related Prepayment Amount Amount, if any, and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including including, without limitation, the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Subject to Section 2.11(j), any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lendersapplicable Lenders of the Type or Types of Loans being prepaid. The Administrative Agent shall forward to each Lender its Ratable Share of each such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance payment with Section 6.12respect to the relevant Type of Loans being prepaid.

Voluntary Prepayments. The Borrower mayBorrowers may voluntarily prepay the Outstanding Amount of the Loans, in whole or in part, upon not less than three (3) Business Days' prior irrevocable written notice by Administrative Borrower to the Administrative Agent (or such shorter period as the Administrative Agent, in its sole discretion, may otherwise agree); provided, that any prepayment of the Term Loans shall be in a principal amount of not less than $2,500,000, or an integral multiple of $250,000 in excess thereof (or, if less, the entire Outstanding Amount of the Term Loans). In connection with any voluntary prepayment of the Term Loans, Borrowers shall pay the sum of: (i) the Outstanding Amount of the Term Loans being paid or prepaid; plus (ii) the Make-Whole Amount (if applicable); plus (iii) accrued and unpaid interest (at any time or from time to time, voluntarily prepay the Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal rate then applicable to the sum of (xapplicable Term Loans being prepaid) on the aggregate principal amount amounts on the Outstanding Amount of the Loans being paid or prepaid. All prepayments of the Term Loans shall be applied to the Outstanding Amount of the Term Loans. In connection with any such voluntary prepayment of the Term Loans, each Borrower acknowledges that such prepayment may result in Lenders incurring additional costs, expenses or liabilities, and that, as of the date hereof, it is difficult to ascertain the full extent of such costs, expenses or liabilities. Accordingly, each Borrower agrees that the Make-Whole Amount payable in connection with any such voluntary prepayment of the Term Loans, to the extent applicable, represents a reasonable estimate of the costs, expenses or liabilities of Lenders in connection with any such prepayment. Without affecting any of any Lending Party's rights and remedies hereunder or in respect hereof, if a Borrower fails to pay the Make-Whole Amount (yif applicable) the applicable Prepayment Amount and (z) all accrued interest on when due, then the amount prepaidthereof shall thereafter bear interest until paid in full at the Default Rate. Notwithstanding anything herein to the contrary, together with Administrative Borrower may rescind any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (iiunder this Section 2.03(b) any if such prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount would have resulted from a refinancing of the Loans then outstanding. Each such or other contingent transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed (in which case, a new notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and required to be sent in connection with any subsequent prepayment). For the avoidance of doubt, no Make-Whole Amount or other prepayment premium or penalty shall be payable on such date; provided that in connection with voluntary prepayments of Revolver Loans except to the extent accompanied by a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon corresponding reduction in Revolver Commitments. Notwithstanding the effectiveness foregoing, no voluntary prepayments in respect of certain events, including the closing of other credit facilities, in which case such notice may Term Loans shall be revoked by Borrower permitted to be made under this clause (by notice to Administrative Agent on or b) prior to the specified effective date) date that the Specified Prepayment has been made, and thereafter solely if such conditions the Payment Conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12.

Voluntary Prepayments. The Borrower may, upon notice to the Administrative Agent, at any time Any voluntary prepayments or from time to time, voluntarily prepay the Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required repurchases made pursuant to Section 3.04; provided that 2.6 shall be applied to the remaining scheduled repayments of the applicable Notes pro rata to such scheduled repayments (ias set forth in Section 2.1(f) of this Agreement), provided, however, prior to the first voluntary prepayment or repurchase of any Notes or Other Notes under this Note Purchase Agreement or any Other Note Purchase Agreement, if at such time, no Mandatory Prepayment shall have been made out of Excess Cash Flow pursuant to Section 7.1(c) of the Common Terms Agreement or is (or reasonably expected to be) required to be made within the next ninety (90) days, the Company may elect, which election shall be irrevocable, to have all voluntary prepayments or repurchases of all Notes and Other Notes under this Note Purchase Agreement and the Other Note Purchase Agreements to be applied to the remaining scheduled amortization of such Notes and Other Notes in the inverse order of maturity of such scheduled amortization. If and after such election is made, all other prepayments or repurchases of any Notes or Other Notes under this Note Purchase Agreement or any Other Note Purchase Agreement shall be applied in accordance with such election. The Company shall make such election by delivering a written notice must be received by the Administrative Agent of election not later than 12:00 p.m., two noon (2New York time) at least three (3) Business Days prior to before the first voluntary prepayment or repurchase of any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepaymentNotes or Other Notes, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made Collateral Agent, to the Administrative Agent for the ratable accounts and each of the Lendersother Facility Agents and to the Purchasers and the Other Purchasers. The Each of the Company, the Administrative Agent shall forward to each Lender its Ratable Share and the Purchasers hereby agree that upon delivery of any such payment. All Voluntary Prepayments and Voluntary Prepayment Notices notice of election, whether in respect of the repurchase or prepayment of the Notes or of any Other Notes, such election shall be made irrevocable and given in accordance with Section 6.12binding upon all Purchasers and Other Purchasers.

Voluntary Prepayments. The Borrower (A) Prior to the occurrence of a Conversion Event, subject to the expiration of any applicable lockup period set forth under any lockup agreement to which the Holder, the Company and the Company’s underwriters are a party, in the event that, following written request by the Company, the Holder does not timely consent to an amendment to the Purchase Agreement to increase the Secured Debt Cap, the Company may, upon ten (10) Business Days’ prior written notice (which may be included in such written request) to the Administrative Agent, at any time such non-consenting Holder (which notice may be conditioned or from time to time, voluntarily rescinded upon such events as may be specified in such notice) prepay the Loans in whole all or in part (a “Voluntary Prepayment”) any portion of each Note held by any non-consenting Holder in an amount equal to the sum of (xA) the aggregate outstanding principal amount (including all accrued PIK Interest not already added to the principal amount of this Note) of the Loans Note being prepaid, (y) the applicable Prepayment Amount prepaid at such time and (zB) all accrued interest unpaid Cash Interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate outstanding principal amount at such time (such amount, the “Covenant Amendment Repayment Amount”). In addition to paying the Covenant Amendment Repayment Amount, the Company shall issue to each such non-consenting Holder a warrant that will entitle the Holder to acquire, upon a Conversion Event, the number of at least shares of Equity Securities (or Common Stock in the lesser event of a Change of Control) equal to the quotient of (A) $5,000,000 and the principal amount of each Note being prepaid, divided by (B) the entire principal amount Applicable Conversion Price (which shall be determined, for the avoidance of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify doubt, on the date of the consummation of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereofConversion Event). The Borrower per share exercise price for such warrants shall make such prepaymentbe the Applicable Conversion Price (which shall be determined, together with all accrued interest thereon and for the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 avoidance of doubt, on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share consummation of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12Conversion Event).

Voluntary Prepayments. The Borrower may, upon Borrowers shall have the right at any time after the second anniversary of the Closing Date and from time to time thereafter to deliver a written notice to the Administrative Agent, at any time or from time Agent containing an offer by the Borrowers to time, voluntarily prepay the Loans in whole or (but not in part part) on a Business Day set forth in such notice (such date, a “Voluntary PrepaymentPrepayment Date”) in an amount equal to which is not earlier than 60 days following the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest date on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) which such notice must be is actually received by the Administrative Agent not later than 12:00 p.m.(such date, two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment NoticeNotice Date”), and the Lenders shall accept such offer if, and only to the extent that, (a) the Borrowers shall specify have entered into a Registration Rights Agreement for the benefit of the Initial Lenders in form and substance reasonably acceptable to the Initial Lenders prior to the date of such prepaymentoffer, (b) such prepayment is permitted under the amount of principal being prepaid Reference Subordination Agreement, (c) the Borrowers deliver to the Lenders documentation in substance and form reasonably satisfactory to the applicable Prepayment Amount determined as set forth in Lenders evidencing that the definition thereof. The Borrower shall make Borrowers have binding commitments from financing sources (including cash on hand) acceptable to the Lenders to finance such prepayment, together with all accrued in an amount not less than the aggregate outstanding principal amount of, and interest thereon and on, the related Loans through the Voluntary Prepayment Amount and Date (including any additional amounts required pursuant to Section 3.04 on under Sections 4.2(b)(ii) and 6.5), and (d) the date specified in such Voluntary Prepayment Notice, and all Compensation Condition has been satisfied. Any such amounts notice to prepay the Loans shall be irrevocable and in case the Borrowers deliver such notice and the conditions under clauses (a) through (d) above are satisfied, the Loans shall become due and payable in full on such date; provided that a the Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon Date. Notwithstanding the effectiveness foregoing, subject to the Reference Subordination Agreement, to the extent the Borrowers shall have entered into a Registration Rights Agreement for the benefit of certain events, including the closing of other credit facilities, Initial Lenders in which case such notice may be revoked by Borrower (by notice form and substance reasonably acceptable to Administrative Agent on or the Initial Lenders prior to the specified effective datedate of any IPO, the Borrowers shall have the right to prepay the Loans in whole (but not in part) if at any time (subject to a five Business Days prior written notice to such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made effect from the Borrower Representative to the Administrative Agent for Agent) after such IPO without any obligation to comply with the ratable accounts foregoing provisions of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with this Section 6.126.2.1 other than clause (b).

Voluntary Prepayments. The Borrower may, upon notice to the Administrative Agent, may at any time or from time on at least 5 days' prior written notice to time, Agent (i) voluntarily prepay all or part of the Loans in whole or in part Term Loan and/or (a “Voluntary Prepayment”ii) in an amount equal to the sum of permanently reduce (xbut not terminate) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04Revolving Loan Commitment; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (iiA) any prepayment such prepayments shall be made first with respect to Term Loan B, thereafter with respect to Term Loan A and the Revolving Loan and shall be in an aggregate principal a minimum amount of at least the lesser $500,000 and integral multiples of (A) $5,000,000 and 250,000 in excess of such amount, (B) the entire principal Revolving Loan Commitment shall not be reduced to an amount less than the amount of the Loans then Revolving Loan outstanding. Each , and (C) after giving effect to such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepaymentreductions, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make comply with Section 1.3(b)(i). In addition, Borrower may at any time on at least 10 days' prior written notice to Agent terminate the Revolving Loan Commitment; provided that upon such prepaymenttermination, together with all accrued interest thereon Loans and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B. Any voluntary prepayment and any reduction or termination of the Revolving Loan Commitment must be accompanied by the payment of the Fee required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on such dateits behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided that a Voluntary Prepayment Notice delivered permanent reduction of the Revolving Loan Commitment shall require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Loan or other Obligations to which such prepayment is to be applied; provided that any partial prepayments of the Term Loan made by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made applied to prepay the Administrative Agent for the ratable accounts scheduled installments of the Lenders. The Administrative Agent shall forward to Term Loan B and thereafter the Term Loan A, each Lender its Ratable Share in inverse order of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12maturity.

Voluntary Prepayments. The Borrower may, at its option and upon not less than thirty (30) days’ (if given via U.S. Postal Service) or twenty (20) days’ (if given via facsimile, email or overnight courier), but no more than sixty (60) days’ prior written notice to the Administrative AgentLender, at any time or from time to time, voluntarily prepay the Loans Debt in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaidpart, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior Borrower pays to any date of prepayment Lender all accrued and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, unpaid interest on the amount of principal being prepaid through and including the applicable Prepayment Amount determined date of prepayment and, if such prepayment occurs on a date which is not a Payment Date, all interest which would have accrued on the amount of principal being prepaid after the date of such prepayment to the next Payment Date (the “Interest Shortfall”); (ii) Mezzanine A Borrower simultaneously prepays the Mezzanine A Loan in whole, but not in part (except in connection with the release of an Individual Property in accordance with Section 2.6 of the Mezzanine A Loan Agreement) pursuant to the Mezzanine A Loan Agreement by a dollar amount which bears the same relation to the principal amount of the Mezzanine A Loan outstanding immediately prior to such prepayment as set forth in the definition thereof. The Borrower shall make amount of the Loan prepaid pursuant to this Section 2.3.1 bears to the principal amount of the Loan outstanding immediately prior to such prepayment, together with all accrued interest thereon ; and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in (iii) if such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prepayment occurs prior to the specified effective date) if such conditions are not satisfiedPrepayment Consideration Period End Date, Borrower pays to Lender the Prepayment Consideration. Any Voluntary Prepayment described in this Section 2.04 Borrower shall be made permitted the right to the Administrative Agent for the ratable accounts rescind and revoke or postpone its notice of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and prepayment given in accordance with this Section 6.122.3.1, provided that (i) a written notice of such rescission and revocation or postponement is received by Lender no sooner than three (3) Business Days prior to the date of prepayment indicated by Borrower and (ii) Borrower pays Lender’s reasonable out-of-pocket costs and expenses incurred as a result of Lender’s receipt of such notice of prepayment.

Voluntary Prepayments. (a) The Borrower may, upon notice may elect to notify the Administrative Agent, at any time or from time Agent and the Lenders that it may wish to time, voluntarily prepay make below par voluntary prepayments of the Loans in whole or in part (each such payment a “Voluntary Prepayment”) in an amount equal pursuant to the sum of procedures set forth in this Section 2.15; provided that (x) the Borrower shall specify in an Election Notice to the Administrative Agent whether such Voluntary Prepayment will be a utilization of the Borrower’s Discounted Prepayment Portion of Available Cash or the Borrower’s Discretionary Portion of Available Cash and (y) Voluntary Prepayments shall only be permitted to be made in amounts not exceeding aggregate principal unused amount of the Loans being prepaidBorrower’s Discounted Prepayment Portion of Available Cash or the aggregate unused amount of the Borrower’s Discretionary Portion of Available Cash (as applicable) at the time such Voluntary Prepayment is made. At the time of any Voluntary Prepayment, the Borrower shall certify, with reasonable supporting detail (as determined by the Administrative Agent), (i) compliance with the requirements of this Section 2.15, which certification shall include a schedule setting forth the computation (and any utilization by the Borrower) of Available Cash, Borrower’s Discounted Prepayment Portion of Available Cash and Borrower’s Discretionary Portion of Available Cash, (ii) that no Event of Default pursuant to Section 6.13 could reasonably be expected to occur during the succeeding four calendar quarters if such Voluntary Prepayment is not made, (iii) that such Voluntary Prepayment shall have been approved by at least 66 ⅔% of the Borrower’s Governing Board and (iv) that immediately prior to and after giving effect to any Voluntary Prepayment, (x) no Default or Event of Default shall have occurred and be continuing and (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment Loan Parties shall be in an aggregate principal amount have Unrestricted Cash of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.1240,000,000.

Voluntary Prepayments. The Borrower mayshall have the right to prepay all or any part of the outstanding principal balance under the Loans at any time in integral multiples of $1,000,000.00 (or the entire outstanding balance, upon if less) and subject to a $5,000,000.00 minimum prepayment on LIBO Rate Loans (or the entire outstanding balance, if less), on any Banking Day; provided that (a) in the event of prepayment of any LIBO Rate Loan, whether voluntary (including payments pursuant to Section 2.9 hereof) or on account of acceleration (i) Borrower must provide three (3) Banking Days notice to the Administrative Agent, at any time or from time to time, voluntarily prepay the Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment making such prepayment, and (ii) Borrower must, at the time of making such prepayment, pay all accrued but unpaid interest and all Funding Losses applicable to such prepayment, and (b) Borrower shall not have the right to prepay any prepayment Bid Rate Loan before the applicable Bid Maturity Date, but if a Bid Rate Loan is deemed prepaid on account of acceleration, Borrower must pay all Funding Losses applicable to such prepayment. Principal amounts prepaid may be reborrowed under the terms and conditions of this Credit Agreement. “Funding Losses” shall be determined on an individual Syndication Party basis as the amount which would result in an aggregate principal such Syndication Party being made whole (on a present value basis) for the actual or imputed funding losses (including, without limitation, any loss, cost or expense incurred by reason of obtaining, liquidating or employing deposits or other funds acquired by such Syndication Party to fund or maintain such LIBO Rate Loan or Bid Rate Loan) incurred by such Syndication Party as a result of such payment (regardless of whether the Syndication Party actually funded with such deposits); provided that such amount shall in no event be less than $300.00 with respect to any Syndication Party. In the event of at least any such payment, each Syndication Party which had funded the lesser LIBO Rate Loan being paid (or the Syndication Party which made the Bid Advance being prepaid) shall, promptly after being notified of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such payment, send written notice (a “Voluntary Prepayment Funding Loss Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for by facsimile setting forth the ratable accounts amount of attributable Funding Losses and the Lendersmethod of calculating the same. The Administrative Agent shall forward to each Lender its Ratable Share notify Borrower orally or in writing of the amount of such paymentFunding Losses. All Voluntary Prepayments and Voluntary Prepayment Notices A determination by a Syndication Party as to the amounts payable pursuant to this Section shall be made and given in accordance with Section 6.12conclusive absent manifest error.

Voluntary Prepayments. The Borrower may, upon notice (which notice may be in the form attached as Exhibit I-2 hereto or any other form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed), appropriately completed and signed by a Responsible Officer of the Borrower) to the Administrative AgentAgent and the Lenders, at any time or from time to time, voluntarily prepay the Loans in whole or in part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent and the applicable Lenders not later than 12:00 p.m., two (2) Business Days prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent and the Initial Lenders on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall forward such Voluntary Prepayment Notices to the Lenders and shall promptly forward to each Lender its Ratable Share of each such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.12.

Voluntary Prepayments. The Borrower Borrowers may, upon notice to the Administrative AgentAgent from the Borrower Representative, at any time or from time to time, time voluntarily prepay any Class of Mortgage Loans and Term Loans, selected by the Loans Borrower Representative, in whole or in part without fees or penalties; provided that (a) such notice must be received by the Administrative Agent not later than 3:00 p.m. three (3) Business Days prior to any date of prepayment and (b) any voluntary prepayment of Mortgage Loans and Term Loans shall be in a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of not less than One Million Dollars ($1,000,000) (or such lesser amount then outstanding). Each such notice shall specify the date and amount of such prepayment, the Class of Loans being to be prepaid and, if LIBOR Borrowings are to be prepaid, the Interest Period(s) of such LIBOR Borrowings. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s pro rata share (ycalculated as such Lender’s Applicable Percentage) of such prepayment. If such notice is given by the Borrower Representative, the applicable Prepayment Amount Borrowers shall make such prepayment and (z) the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Borrowing shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that 2.05.2(a). Each such prepayment shall be applied (ix) such to the Class of Loan(s) referenced in the applicable notice must be received by of prepayment submitted to the Administrative Agent (and if not later than 12:00 p.m.specified in the applicable notice of prepayment, two pro rata to the outstanding Mortgage Loans and Term Loans), (2y) Business Days prior to any date in accordance with the Applicable Percentage of prepayment each Lender and (iiz) any prepayment shall be in an aggregate principal amount of at least to reduce the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount remaining scheduled installments of principal being prepaid and within the applicable Prepayment Amount determined Class of Loans as set forth in directed by the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent Representative on or prior to such voluntary prepayment (and in the specified effective dateabsence of such direction, in the direct order of maturity). Notwithstanding anything to the contrary contained in this Agreement, the Borrower Representative may rescind (or delay the date of prepayment identified in) any notice of prepayment under this Section 2.03.5 if such conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts prepayment would have resulted from a refinancing of all or a portion of the Lenders. The Administrative Agent applicable Credit Facility or other conditional event, which refinancing or other conditional event shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices not be consummated or shall otherwise be made and given in accordance with Section 6.12delayed.

Voluntary Prepayments. The (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. Provided no Event of -52- Default has occurred and be continuing, prior to the Open Prepayment Date, Borrower may, upon notice to the Administrative Agent, at any time or from time to time, voluntarily prepay the Loans in whole or in part not less than ten (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (210) Business Days Days’ prior to any date of prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) the entire principal amount of the Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by written notice to Administrative Agent (or such shorter period of time as may be permitted by Administrative Agent in its sole discretion), prepay the Debt in whole (but not in part except as otherwise contemplated pursuant to the terms hereof, including, without limitation a prepayment pursuant to Section 7.1 hereof) on any date with the payment of the Spread Maintenance Premium (plus Short Interest and Breakage Costs). Provided no Event of Default has occurred and be continuing, from and after the Open Prepayment Date, Borrower may, upon not less than ten (10) Business Days’ prior written notice to Administrative Agent (or such shorter period of time as may be permitted by Administrative Agent in its sole discretion), prepay the Debt in whole (but not in part except as otherwise contemplated pursuant to the terms hereof, including, without limitation a prepayment pursuant to Section 7.1 hereof) on any date without payment of the Spread Maintenance Premium or any other fee or premium (other than Short Interest and Breakage Costs, if any); provided that Borrower may revoke such notice of prepayment at any time prior to the specified effective date) if prepayment date set forth in such conditions are not satisfiednotice (subject to payment of any Breakage Costs and any out-of-pocket costs or expenses actually incurred by Administrative Agent or Lenders in connection with such revocation). Any Voluntary Prepayment described in this Section 2.04 prepayment received by Administrative Agent on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (“Short Interest”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be made applied to the Administrative Agent for Loan on the ratable accounts next Monthly Payment Date. Except as otherwise contemplated pursuant to the terms hereof, the Building Loan must be simultaneously repaid in full with any voluntary prepayment of the LendersLoan made pursuant to the foregoing. The Administrative Agent shall forward (b) All principal payments or prepayments made by Borrower with respect to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices the Loan or the Building Loan shall be made applied to amounts owing with respect to the Original Senior Loan and given the Original Building Loan on a pro rata basis (based on the then-outstanding principal amounts of the Original Senior Loan and the Original Building Loan) in accordance with Section 6.12.the Loan Documents and the Building Loan Documents, as applicable, and, thereafter shall be applied to the Supplemental Loan and Supplemental Building Loan on a pro rata basis (based on the then- outstanding principal amounts of the Supplement Loan and the Supplemental Building Loan). 2.4.2

Voluntary Prepayments. The Borrower may, upon notice to the Administrative Agent, at any time or from time to time, time voluntarily prepay the Committed Loans in whole or in part without premium or penalty (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant but subject to Section 3.042.04(c) and Section 3.05(a)); provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two p.m. (2A) three Business Days prior to any date of prepayment of SOFR Rate Committed Loans (or at such later time as the Administrative Agent may agree to accept such notice in its discretion) and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of SOFR Rate Committed Loans shall be in an aggregate a principal amount of at least the lesser $1,000,000 or a whole multiple of (A) $5,000,000 100,000 in excess thereof; and (Biii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $50,000 in excess thereof or, in each case, if less, the entire principal amount of the Loans thereof then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if SOFR Rate Committed Loans are to be prepaid, the Interest Period(s) of such Committed Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepaymentprepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that any such notice may be contingent upon the consummation of a refinancing, acquisition, merger or disposition transaction and if such refinancing, acquisition, merger or disposition is not consummated on the date of repayment specified in such notice, such notice may be rescinded, or the date of repayment specified therein may be extended, upon further notice from the Borrower to the Administrative Agent. Any prepayment of a SOFR Rate Committed Loan shall be accompanied by all accrued interest on the amount prepaid, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in 3.05. Subject to Section 2.14, each such Voluntary Prepayment Notice, and all such amounts prepayment shall be due and payable on such dateapplied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages; provided that a Voluntary Prepayment Notice delivered by Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied. Any Voluntary Prepayment described in extent the Borrower makes any voluntary prepayment of Committed Loans pursuant to this Section 2.04 2.04(a) in an amount that is less than the aggregate amount of Total Outstandings, then such voluntary prepayment shall be made applied to the Administrative Agent for the ratable accounts reduce payments of the Lenders. The Administrative Agent shall forward Committed Loans required pursuant to each Lender its Ratable Share of such payment. All Voluntary Prepayments Section 2.06(a) and Voluntary Prepayment Notices shall be made and given in accordance with Section 6.122.07(b) on a pro rata basis.