Prepayment, Repayment in Full. In connection with prepayment or repayment of the entire Outstanding Principal Balance, the Borrower shall pay to the Administrative Agent, for the benefit of all Lenders, the MOIC Amount. It is expressly agreed and understood that the payment of the MOIC Amount shall be due under any and all circumstances where the entire Outstanding Principal Balance is paid prior to the scheduled payment date therefor, whether such payment is voluntary or involuntary, even if such payment results from the Lenders’ acceleration (and, if the Advances are accelerated by the Lenders, the MOIC Amount will be calculated as of the date of such acceleration) of the Maturity Date upon an Event of Default (and irrespective of whether foreclosure proceedings have been commenced), and shall be in addition to any other sums due hereunder or under any of the other Loan Documents. Any tender of funds by Xxxxxxxx characterized as a prepayment may be allocated by the Lenders to such outstanding amounts due under this Agreement as the Lenders may elect, including, without limitation, an application first to any costs or expenses as may then be owing by Borrower to the Lenders.
Prepayment, Repayment in Full. In connection with prepayment or repayment of the entire Outstanding Principal Balance, the Borrower shall pay to the Administrative Agent, for the benefit of all Lenders, the MOIC Amount. It is expressly agreed and understood that the payment of the MOIC Amount shall be due under any and all circumstances where the entire Outstanding Principal Balance is paid prior to the scheduled payment date therefor, whether such payment is voluntary or involuntary, even if such payment results from the Lenders’ acceleration (and, if the Advances are accelerated by the Lenders, the MOIC Amount will be calculated as of the date of such acceleration) of the Maturity Date upon an Event of Default (and irrespective of whether foreclosure proceedings have been commenced), and shall be in addition to any other sums due hereunder or under any of the other Loan Documents. Any tender of funds by Borrower characterized as a prepayment may be allocated by the Lenders to such outstanding amounts due under this Agreement as the Lenders may elect, including, without limitation, an application first to any costs or expenses as may then be owing by Borrower to the Lenders. (iii) Notwithstanding anything herein (or in any other Loan Document) to the contrary, if all or any portion of the Loan is paid or prepaid (or is required to be paid or prepaid) pursuant to the terms and provisions of this Agreement or otherwise for any reason (including, but not limited to, any scheduled payment (including at maturity), optional prepayment or mandatory prepayment, and distribution in respect thereof, and any refinancing thereof), whether in whole or in part, voluntary or involuntary, and whether before or after (i) the occurrence of an Event of Default, or (ii) the commencement of any voluntary or involuntary bankruptcy or similar proceeding, or in the event of (x) the acceleration of the Debt for any reason (whether or not such acceleration occurs automatically), including acceleration as a result of any Event of Default, including, without limitation, the commencement of any voluntary or involuntary bankruptcy or similar proceeding or any Event of Default under Section 6.01(f) of this Agreement, (y) the satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement, defeasance or compromise of any of the Indebtedness in any voluntary or involuntary bankruptcy or similar proceeding, foreclosure (whether by power of judicial proceeding or otherwise) or assignment in lie...
