Common use of Permitted Prepayment of Term Loans Clause in Contracts

Permitted Prepayment of Term Loans. Borrower shall have the option to prepay the Term Loans, in whole or in part, which prepayments shall be paid to each Lender or Agent, as applicable, in accordance with its Pro Rata Share (other than with respect to Lender Expenses, which shall be paid to each Lender or Agent, as applicable, entitled thereto); provided Borrower (i) provides written notice to Agent and each Lender of its election to prepay the Term Loans at least ten (10) Business Days prior to such prepayment, and (ii) (x) in the case of a prepayment of an entire Term Loan, pays to each Lender or Agent, as applicable, on the date of such prepayment, an amount equal to the sum of: (A) all outstanding principal of such Term Loan and all other Obligations, and all accrued interest thereon through the prepayment date, plus (B) the Final Payment, plus (C) the Prepayment Fee, plus (D) all other sums that shall have become due and payable to such Lender or Agent, as applicable, including Lender Expenses and interest at the Default Rate with respect to any past due amounts, if any, and, (y) in the case of a prepayment of a portion of the Term Loans, pays to each Lender or Agent, as applicable, on the date of such prepayment, an amount equal to the sum of: (A) the amount of the outstanding principal of such Term Loan prepaid and all accrued interest thereon through the prepayment date, plus (B) the Partial Final Payment, plus (C) the Prepayment Fee, plus (D) all other sums that shall have become due and payable to such Lender or Agent, as applicable, including Lender Expenses and interest at the Default Rate with respect to any past due amounts, if any. Borrower shall not make, and no Lender shall accept, any voluntary partial prepayment of any Term Loan on any date unless, concurrently therewith, Borrower shall make voluntary partial prepayments with respect to all of the respective Term Loans of each Lender.

Permitted Prepayment of Term Loans. Borrower shall have the option to prepay all or a portion of the Term LoansLoans advanced by the Lenders under this Agreement, in whole or in part, which prepayments shall be paid to each Lender or Agent, as applicable, in accordance with its Pro Rata Share (other than with respect to Lender Expenses, which shall be paid to each Lender or Agent, as applicable, entitled thereto); provided Borrower (i) provides written notice to Collateral Agent and each Lender of its election to prepay the Term Loans or a portion thereof at least ten thirty (1030) Business Days days prior to such prepayment, and (ii) (x) in the case of a prepayment of an entire the aggregate outstanding principal amount of the Term LoanLoans, pays to each Lender or Agent, as applicable, the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of such the Term Loan Loans plus accrued and all other Obligations, and all accrued unpaid interest thereon through the prepayment date, plus (B) the Final Payment, plus (C) the Prepayment Fee, plus (D) all other sums Obligations that shall have become are due and payable to such Lender or Agent, as applicablepayable, including Lender Lenders’ Expenses and interest at the Default Rate with respect to any past due amountsamounts in accordance with Section 2.3(b), if any, and, and (y) in the case of a prepayment of a portion of the Term Loans, pays to each Lender or Agent, as applicable, the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) the amount of the all outstanding principal of such the portion of the Term Loan Loans being prepaid plus accrued and all accrued unpaid interest thereon through the prepayment date, plus (B) the Partial Final PaymentPayment allocable to the portion of the Term Loans being prepaid , plus (C) the Prepayment FeeFee in respect of the Term Loans being prepaid, plus (D) all other sums Obligations that shall have become are then due and payable to such Lender or Agent, as applicablepayable, including Lender Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, if anyamounts in accordance with Section 2.3(b). Borrower shall not make, and no Lender shall accept, any voluntary partial prepayment of any Term Loan on any date unless, concurrently therewith, Borrower shall make voluntary partial Partial prepayments with respect to all of the respective Term Loans of each Lenderand the Final Payment payable in connection therewith shall be allocated and applied pro rata among the outstanding Term Loans.

Permitted Prepayment of Term Loans. Borrower shall have the option to prepay the Term Loansall, in whole or in part, which prepayments shall be paid to each Lender or Agent, as applicable, in accordance with its Pro Rata Share but not less than all (other than with respect to Lender Expensesas set forth on the immediately following paragraph), which shall be paid to each Lender or Agentof the Term Loans advanced by the Lenders under this Agreement, as applicable, entitled thereto); provided Borrower (i) provides written notice to Collateral Agent and each Lender of its election to prepay the Term Loans at least ten thirty (1030) Business Days days prior to such prepayment, and (ii) (x) in the case of a prepayment of an entire Term Loan, pays to each Lender or Agent, as applicable, the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: of (A) all outstanding principal of such the Term Loan Loans plus accrued and all other Obligations, and all accrued unpaid interest thereon through the prepayment date, plus (B) the Final Payment, plus (C) the Prepayment Fee, plus (D) all other sums Obligations that shall have become are due and payable to such Lender or Agent, as applicablepayable, including Lender Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. Furthermore, if anynotwithstanding anything herein to the contrary, andBorrower shall pay to the Lenders via wire transfer to an account directed by Collateral Agent, an amount of Five Million Dollars (y$5,000,000) (the amount so paid by Borrower, the “First Permitted Prepayment”) on or before December 28, 2022, which will be used to (1) prepay $4,739,336.49 of the principal amount of the Term Loans advanced by the Lenders under the Loan Agreement and (2) pay the applicable Final Payment in the case an amount of a $260,663.51 with respect to such prepayment of a portion of the outstanding principal amount of the Term Loans, pays to each Lender or Agent, as applicable, on the date of such prepayment, an amount equal . In addition to the sum of: (A) First Permitted Prepayment, at the time of making the First Permitted Prepayment, Borrower shall also pay to the Lenders, the entire amount of interest accrued but unpaid on the amount of the outstanding principal amount of Term Loans being prepaid at such Term Loan prepaid time and all accrued interest thereon through the prepayment date, plus (B) the Partial Final Payment, plus (C) the Prepayment Fee, plus (D) pay all other sums Obligations that shall have become are then due and payable to such Lender or Agent, as applicablepayable, including Lender Expenses and interest at the Default Rate Lenders’ Expenses. No Prepayment Fee shall be due with respect to any past due amountsthe $4,739,336.49 of principal amount of Term Loans being prepaid pursuant to this paragraph. For the avoidance of doubt, if any. the parties hereby agree that violation of the provisions of this paragraph by Borrower shall not makeconstitute an Event of Default under Section 8.1(a). Anything herein to the contrary notwithstanding, and no Lender Borrower’ failure to make First Permitted Prepayment on or before December 28, 2022, shall accept, any voluntary partial prepayment constitute an immediate Event of any Term Loan on any date unless, concurrently therewith, Borrower shall make voluntary partial prepayments with respect to all of the respective Term Loans of each LenderDefault under this Agreement.

Permitted Prepayment of Term Loans. Borrower shall have the option to prepay all or a portion of the Term LoansLoans advanced by the Lenders under this Agreement, in whole or in part, which prepayments shall be paid to each Lender or Agent, as applicable, in accordance with its Pro Rata Share (other than with respect to Lender Expenses, which shall be paid to each Lender or Agent, as applicable, entitled thereto); provided Borrower (i) provides written notice to Collateral Agent and each Lender of its election to prepay the Term Loans or a portion thereof at least ten thirty (1030) Business Days days prior to such prepayment, and (ii) (x) in the case of a prepayment of an entire the aggregate outstanding principal amount of the Term LoanLoans, pays to each Lender or Agent, as applicable, the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: of (A) all outstanding principal of such the Term Loan Loans plus accrued and all other Obligations, and all accrued unpaid interest thereon through the prepayment date, plus (B) the Final Payment, plus (C) the Prepayment Fee, plus (D) all other sums Obligations that shall have become are due and payable to such Lender or Agent, as applicablepayable, including Lender Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, if any, and, and (y) in the case of a prepayment of a portion of the Term Loans, pays to each Lender or Agent, as applicable, the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: of (A) the amount of the all outstanding principal of such the portion of the Term Loan prepaid Loans being prepaid, plus accrued and all accrued unpaid interest thereon through the prepayment date, plus (B) the Partial Final PaymentPayment allocable to the portion of the Term Loans being prepaid, plus (C) the Prepayment FeeFee in respect of the Terms Loans being prepaid, plus (D) all other sums Obligations that shall have become are then due and payable to such Lender or Agent, as applicablepayable, including Lender Lender’s Expenses and interest at the Default Rate with respect to any past due amounts, if anyamounts in accordance with Section 2.3 (b). Borrower shall not make, and no Lender shall accept, any voluntary partial prepayment of any Term Loan on any date unless, concurrently therewith, Borrower shall make voluntary partial Partial prepayments with respect to all of the respective Term Loans of each Lenderand the Final Payment payable in connection therewith shall be allocated and applied pro rata among the outstanding Term Loans.

Permitted Prepayment of Term Loans. Borrower Borrowers shall have the option to prepay all, but not less than all, of the Term LoansLoans advanced by Bank under this Agreement, in whole or in part, which prepayments shall be paid to each Lender or Agent, as applicable, in accordance with its Pro Rata Share (other than with respect to Lender Expenses, which shall be paid to each Lender or Agent, as applicable, entitled thereto); provided Borrower Borrowers (i) provides provide written notice to Agent and each Lender Bank of its their election to prepay the Term Loans at least ten (10) Business Days prior to such prepayment, and (ii) (x) in the case of a prepayment of an entire Term Loan, pays pay to each Lender or Agent, as applicable, Bank on the date of such prepayment, prepayment an amount equal to the sum of: of (A) all outstanding principal of such the Term Loan and all other Obligations, and all Loans plus accrued interest thereon through the prepayment date, plus (B) the Term Loan Final Payment, plus (C) if applicable, the Term Loan Prepayment Fee, plus (D) all other sums sums, that shall have become due and payable hereunder with respect to such Lender or Agent, as applicablethe Term Loans, including Lender Expenses Bank Expenses, if any, and interest at the Default Rate with respect to any past due amounts, if any, and, (y) in . Prior to the case of a prepayment of a portion last day of the Draw Period, Borrowers shall have the option to terminate the Bank’s commitment to make Term Loans, pays provided Borrowers (i) provide written notice to each Lender or AgentBank of their election to terminate such commitment at least ten (10) Business Days prior to the termination date, as applicable, and (ii) pay to Bank on the date of such prepayment, termination an amount equal to the sum of: of (A) the amount of the all outstanding principal of such the Term Loan prepaid and all Loans plus accrued interest thereon through the prepayment termination date, plus (B) the Partial Term Loan Final Payment, plus (C) if applicable, the Term Loan Prepayment Fee, plus (D) all other sums sums, that shall have become due and payable hereunder with respect to such Lender or Agent, as applicablethe Term Loans, including Lender Expenses Bank Expenses, if any, and interest at the Default Rate with respect to any past due amounts, if any. Borrower shall not make, and no Lender shall accept, any voluntary partial prepayment of any Term Loan on any date unless, concurrently therewith, Borrower shall make voluntary partial prepayments with respect to all of the respective Term Loans of each Lender.

Permitted Prepayment of Term Loans. Borrower shall have the option to prepay either the Term LoansA Loans or the Term B Loans advanced by the Lenders under this Agreement, in whole or in part, which prepayments shall be paid to each Lender or Agent, as applicable, in accordance with its Pro Rata Share (other than with respect to Lender Expenses, which shall be paid to each Lender or Agent, as applicable, entitled thereto); provided Borrower (i) prepays in full all of such Term A Loans or such Term B Loans, as applicable, (ii) provides written notice to Collateral Agent and each Lender of its election to prepay the such Term Loans at least ten (10) Business Days days prior to such prepayment, and (iiiii) (x) in the case of a prepayment of an entire Term Loan, pays to each Lender or Agent, as applicable, the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: of (A) all outstanding principal of such the applicable Term Loan Loans plus accrued and all other Obligations, and all accrued unpaid interest thereon through the prepayment date, plus (B) the Final PaymentPayment for the applicable Term Loans, plus (C) the Prepayment Fee, plus (D) all other sums Obligations that shall have become are due and payable to such Lender or Agent, as applicablepayable, including Lender Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, if any, and, . The Lenders hereby agree to waive (y) in the case of a prepayment of a portion of the Term Loans, pays to each Lender or Agent, as applicable, on the date of such prepayment, an amount equal to the sum of: (A) the amount of the outstanding principal of such Term Loan prepaid and all accrued interest thereon through the prepayment date, plus (B) the Partial Final Payment, plus (Ci) the Prepayment Fee, plus Fee (Das defined in the Original Loan Agreement) all other sums that shall have become due and payable to such Lender or Agent, as applicable, including Lender Expenses and interest at the Default Rate with respect to any past due amountsthe Original Term A Loans owed under the Original Loan Agreement and (ii) the WEST\281916571.5 2 Non-Utilization Fee (as defined in the Original Loan Agreement) owed under the Original Loan Agreement (but, if any. Borrower for purposes of clarity, such waiver shall not make, and no Lender shall accept, any voluntary partial prepayment of any Term Loan on any date unless, concurrently therewith, Borrower shall make voluntary partial prepayments with respect apply to all of the respective Term Loans of each LenderNon-Utilization Fee set forth in this Agreement if the conditions set forth in the defined term Non-Utilization Fee are met).

Permitted Prepayment of Term Loans. Borrower shall have the option (i) to prepay all, but not less than all, of the outstanding principal balance of the Term Loans advanced by the Lenders under this Agreement and (ii) to prepay, on not more than two occasions during the term of this Agreement, a portion of the outstanding principal balance of the Term Loans ratably to the Lenders in an aggregate amount (with respect to each such partial prepayment) of not less than 25% of the then outstanding principal amount of the Term Loans; provided that, in whole the case of any such prepayment made pursuant to clause (i) or in part(ii) of this Section 2.2(d), which prepayments shall be paid to each Lender or Agent, as applicable, in accordance with its Pro Rata Share (other than with respect to Lender Expenses, which shall be paid to each Lender or Agent, as applicable, entitled thereto); provided Borrower (ix) provides written notice to Collateral Agent and each Lender Lenders of its election to prepay the Term Loans at least ten five (105) Business Days prior to such prepayment, and (iiy) (x) in the case of a prepayment of an entire Term Loan, pays to each Lender or Agent, as applicable, the Lenders on the date of such prepayment, payable to Collateral Agent for the benefit of the Lenders (or, if there are only one (1) or two (2) Lenders, Borrower shall make payment directly to such Lenders) in accordance with their respective Pro Rata Shares, an amount equal to the sum of: of (A) all the outstanding principal amount of such the Term Loan Loans or portion(s) thereof being prepaid plus accrued and all other Obligations, and all accrued unpaid interest thereon through the prepayment date, plus (B) the Final PaymentFee, plus (C) the Prepayment FeePremium, plus (D) all other sums Obligations that shall have become are due and payable to on such Lender or Agent, as applicableprepayment date, including Lender any Lenders’ Expenses and interest at the Default Rate (if any) with respect to any past due amounts, if any, and, (y) in the case of a prepayment of a portion . Prepayments of the Term Loans, pays to each Lender or Agent, as applicable, on the date of such prepayment, an amount equal Loan shall be applied to the sum of: (A) the amount of the outstanding principal of such Term Loan prepaid and all accrued interest thereon through the prepayment date, plus (B) the Partial Final Payment, plus (C) the Prepayment Fee, plus (D) all other sums that shall have become due and payable to such Lender or Agent, as applicable, including Lender Expenses and interest at the Default Rate with respect to any past due amounts, if any. Borrower shall not make, and no Lender shall accept, any voluntary partial prepayment in inverse order of any Term Loan on any date unless, concurrently therewith, Borrower shall make voluntary partial prepayments with respect to all of the respective Term Loans of each Lendermaturity.

Permitted Prepayment of Term Loans. Borrower shall have the option to prepay all, but not less than all of the outstanding principal balance of the Term LoansLoans advanced by the Lenders under this Agreement, provided that, (x) if at such time the Last Reported Sale Price (as defined in whole or in partthe Secured Note) exceeds the Exchange Price, which prepayments shall be paid to each Lender or Agentthe Equity Payment Conditions are satisfied from the time notice is given of such prepayment until such prepayment is made, as applicable, in accordance with its Pro Rata Share and (other than with respect to Lender Expenses, which shall be paid to each Lender or Agent, as applicable, entitled thereto); provided y) that Borrower (i) provides written notice to the Administrative Agent and each Lender of its election to prepay the Term Loans at least ten fifteen (1015) Business Days prior to such prepayment, and (ii) (x) in the case of a prepayment of an entire Term Loan, pays to each Lender or the Administrative Agent, as applicablefor the account of the Lenders, on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans, (B) to the extent not included in the Interest Make-Whole Payment, any accrued and unpaid interest, including interest at the Default Rate (if any) with respect to any past due amounts, (C) the Interest Make-Whole Payment on all outstanding principal of the Term Loans, and (D) the Exit Fee on all outstanding principal of the Term Loans being prepaid, (iii) pays to each Lender all other Obligations that are due and payable to such Lender on such prepayment date, including any Lenders’ Expenses, owing to such Lender, and (iv) pays to the Administrative Agent and Collateral Agent, an amount equal to the sum of: (A) all outstanding principal of such Term Loan Lenders’ Expenses owing to the Administrative Agent and all other ObligationsCollateral Agent, and all accrued interest thereon through the prepayment date, plus (B) the Final PaymentAdministrative Agent and Collateral Agent Fees, plus (C) the Prepayment Fee, plus Administrative Agent and Collateral Agent Expenses and (D) all any other sums Obligations that shall have become are due and payable to the Administrative Agent and Collateral Agent. Any prepayment made pursuant to this Section 2.2(d) must be made in lawful money of the United States and in immediately available funds and may not be made in Ordinary Shares, provided that, Holdings and the Borrower shall be permitted to repay Interest Make-Whole Payments in Ordinary Shares in the manner provided in the Secured Note. In the event that the Borrower elects to pay Interest Make-Whole Payments with Ordinary Shares, upon delivery of such Lender or AgentOrdinary Shares to the Lender, as applicable, including Lender Expenses and interest at the Default Rate Borrower will provide the Administrative Agent with respect to any past due amounts, if any, and, (y) in the case written confirmation of a prepayment of a portion of the Term Loans(I) such delivery, pays to each Lender or Agent, as applicable, on the date of such prepayment, an amount equal to the sum of: and (AII) the amount of Interest Make-Whole Payments that is deemed paid as a result of the outstanding principal delivery of the Ordinary Shares to the Lender, and (z) an irrevocable instruction to reflect on its books and records the payment of the amount of Interest Make-Whole Payments that is deemed paid as a result of the delivery of the Ordinary Shares to the Lender. If the Borrower determines the Equity Payment Conditions have not or are not expected to be satisfied in connection with any such Term Loan prepaid and all accrued interest thereon through prepayment pursuant to this Section 2.2(d), the prepayment date, plus (B) the Partial Final Payment, plus (C) the Prepayment Fee, plus (D) all other sums that shall have become due and payable to such Lender or Agent, as applicable, including Lender Expenses and interest at the Default Rate with respect to any past due amounts, if any. Borrower shall immediately notify the Administrative Agent and the Lenders that such prepayment shall not make, and no Lender shall accept, any voluntary partial prepayment of any Term Loan on any date unless, concurrently therewith, Borrower shall make voluntary partial prepayments with respect to all of the respective Term Loans of each Lenderbe made.