Makewhole Amount. (i) Any prepayment of the Tranche A Loan by Borrower (A) pursuant to Section 2.2(c), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 2nd-year anniversary of the Tranche A Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche A Makewhole Amount. (ii) Any prepayment of the Tranche B Loan by Borrower (A) pursuant to Section 2.2(c), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 2nd-year anniversary of the Tranche B Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche B Makewhole Amount. (iii) Any prepayment of the Tranche C Loan by Borrower (A) pursuant to Section 2.2(c), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 2nd-year anniversary of the Tranche C Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche C Makewhole Amount. (iv) Any prepayment of the Tranche D Loan by Borrower (A) pursuant to Section 2.2(c), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 2nd-year anniversary of the Tranche D Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche D Makewhole Amount.
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Makewhole Amount. (iI) Any prepayment of the Tranche A Loan by Borrower (A) pursuant to Section 2.2(c)(i) or (ii), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the second anniversary of the Tranche A Closing Date, or (II) any termination of Tranche A Commitment pursuant to Sections 2.2(c)(iii) or (iv), shall, in any such case, be accompanied by payment of an amount equal to the Tranche A Makewhole Amount.
(ii) Any prepayment of the Tranche B Loan by B▇▇▇▇▇▇▇ (A) pursuant to Section 2.2(c), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 2nd-year anniversary of the Tranche A Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche A Makewhole Amount.
(ii) Any prepayment of the Tranche B Loan by Borrower (A) pursuant to Section 2.2(c), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 2nd-year second anniversary of the Tranche B Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche B Makewhole Amount.
(iii) Any prepayment of the Tranche C Loan by Borrower B▇▇▇▇▇▇▇ (A) pursuant to Section 2.2(c), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 2nd-year second anniversary of the Tranche C Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche C Makewhole Amount.
(iv) Any prepayment of the Tranche D Loan by Borrower (A) pursuant to Section 2.2(c), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 2nd-year anniversary of the Tranche D Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche D Makewhole Amount.
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Makewhole Amount. (i) Any prepayment of the Tranche A Loan by Borrower ▇▇▇▇▇▇▇▇ (A) pursuant to Section 2.2(c), ) or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 2nd-year anniversary of the Tranche A Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche A Makewhole Amount.
(ii) Any prepayment of the Tranche B Loan by Borrower ▇▇▇▇▇▇▇▇ (A) pursuant to Section 2.2(c), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 2nd-year anniversary of the Tranche B Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche B Makewhole Amount.
(iii) Any prepayment of the Tranche C Loan by Borrower ▇▇▇▇▇▇▇▇ (A) pursuant to Section 2.2(c), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 2nd-year anniversary of the Tranche C Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche C Makewhole Amount.
(iv) Any prepayment of the Tranche D Loan by Borrower (A) pursuant to Section 2.2(c), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 2nd-year anniversary of the Tranche D Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche D Makewhole Amount.
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Sources: Loan Agreement (Geron Corp)
Makewhole Amount. (i) Any prepayment of the Tranche A Loan by Borrower (Ai) pursuant to Section 2.2(c2.2(c)(i) or Section 2.2(c)(ii), or (Bii) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 2nd36th-year month anniversary of the Tranche A Closing Date shall, in any such case, be accompanied by payment of an amount equal to the greater of (x) the Tranche A Makewhole AmountAmount and (y) the Tranche A Prepayment Premium.
(ii) Any prepayment of the Tranche B Loan by Borrower (Ai) pursuant to Section 2.2(c2.2(c)(i) or Section 2.2(c)(ii), or (Bii) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 2nd36th-year month anniversary of the Tranche B Closing Date shall, in any such case, be accompanied by payment of an amount equal to the greater of (x) the Tranche B Makewhole AmountAmount and (y) the Tranche B Prepayment Premium.
(iii) Any prepayment of the Tranche C Loan by Borrower (Ai) pursuant to Section 2.2(c2.2(c)(i) or Section 2.2(c)(ii), or (Bii) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 2nd36th-year month anniversary of the Tranche C Closing Date shall, in any such case, be accompanied by payment of an amount equal to the greater of (x) the Tranche C Makewhole Amount.
Amount and (ivy) Any prepayment of the Tranche D Loan by Borrower (A) pursuant to Section 2.2(c), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 2nd-year anniversary of the Tranche D Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche D Makewhole AmountC Prepayment Premium.
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Sources: Loan Agreement (Epizyme, Inc.)