Common use of Application of mandatory prepayments and cancellations Clause in Contracts

Application of mandatory prepayments and cancellations. Note Repurchases and Asset dispositions (a) Prepayments of Utilisations and cancellations of Commitments made pursuant to Clause 9.4 (Notes Repurchases) or Clause 9.5 (Asset Sales) shall be applied in the following order: (i) firstly, in cancellation of the Available Commitments (and the Available Commitment of the Lenders will be cancelled rateably); (ii) secondly, in permanent prepayment and cancellation of Revolving Facility Utilisations and cancellation of Commitments under the Revolving Facility; (iii) thirdly, in prepayment and cancellation of the Ancillary Outstandings and Ancillary Commitments; and (iv) then, subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, in permanent prepayment of the Facility A Loan. (b) Unless the Borrower makes an election under paragraph (c) below, the Borrower shall make prepayments under Clause 9.5 (Asset Sales) promptly upon receipt of the relevant proceeds. (c) Subject to paragraph (d) below, the Borrower may, by giving the Agent not less than three (3) Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice, elect that any prepayment under Clause 9.5 (Asset Sales) be applied in prepayment of a Loan on the last day of the Interest Period relating to that Loan. If the Borrower makes such an election, then a proportion of the Loan equal to the amount of the relevant prepayment will be due and payable on the last day of its Interest Period. (d) If the Borrower has made an election under paragraph (c) above but an Event of Default has occurred and is continuing, that election shall no longer apply and a proportion of the Loan in respect of which the election was made equal to the amount of the relevant prepayment shall be immediately due and payable (unless the Majority Lenders otherwise agree).

Application of mandatory prepayments and cancellations. Note Repurchases and Asset dispositions (a) Prepayments A prepayment of Utilisations and cancellations or cancellation of Available Commitments made pursuant to under Clause 9.4 8.2 (Notes Repurchases) or Clause 9.5 (Asset SalesDisposal, Insurance and Acquisition Proceeds and Excess Cashflow) shall be applied in the following order: (i) firstlyfirst, pro rata: (A) in prepayment of Term Loans as contemplated in paragraphs (b) to (e) inclusive below; and (B) if required (and only to the extent required) pursuant to Clause 26.3 (Excess Hedging), in cancellation payment of the Available Commitments (and the Available Commitment termination or closing out amounts due to a Hedge Counterparty under a Hedging Document as a result of the Lenders will be cancelled rateably)such prepayment of Term Loans; (ii) secondly, in permanent prepayment and cancellation of Revolving Facility Utilisations and cancellation of Available Commitments under the Revolving Facility;Facility (and the Available Commitments of the Lenders under the Revolving Facility will be cancelled rateably); and (iii) thirdly, in prepayment of Revolving Facility Loans on a pro rata basis and cancellation of the Ancillary Outstandings and Ancillary corresponding Revolving Facility Commitments; and (iv) then, subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, in permanent prepayment of the Facility A Loan. (b) Unless the Borrower Company makes an election under paragraph (c) below, the Borrower shall make prepayments under Clause 9.5 (Asset Sales) promptly upon receipt of the relevant proceeds. (c) Subject to paragraph (d) below, the Borrower mayBorrowers shall prepay Loans at the following times: (i) in the case of any prepayment relating to the amounts of Acquisition Proceeds, Disposal Proceeds or Insurance Proceeds, promptly upon receipt of those proceeds; and (ii) in the case of any prepayment relating to an amount of Excess Cashflow, within 30 days of delivery pursuant to Clause 21.1 (Financial statements) of the annual consolidated accounts of StarTek for the relevant Financial Year, with the first such payment to be made in respect of the Financial Year ended 31 December 2019. (c) A prepayment under Clause 8.2 (Disposal, Insurance and Acquisition Proceeds and Excess Cashflow) shall be applied to the Term Loans pro rata and shall reduce the relevant Repayment Instalment for each Repayment Date falling after the date of prepayment in the manner contemplated by giving paragraph (d) of Clause 6.3 (Effect of cancellation and prepayment on scheduled repayments). (d) Subject to paragraph (e) below, the Agent not less than three (3) Business Days’ (or such shorter period as the Majority Lenders Company may agree) prior written notice, elect that any prepayment under Clause 9.5 8.2 (Asset SalesDisposal, Insurance and Acquisition Proceeds and Excess Cashflow) be applied in prepayment of a Loan on the last day of the Interest Period relating to that Loan. If the Borrower Company makes such an election, that election then a proportion of the Loan equal to the amount of the relevant prepayment will be due and payable on the last day of its Interest Period. (de) If the Borrower Company has made an election under paragraph (cd) above but an Event of a Default has occurred and is continuing, that election shall no longer apply and a proportion of the Loan in respect of which the election was made equal to the amount of the relevant prepayment shall be immediately due and payable (unless the Majority Lenders otherwise agreeagree in writing).

Application of mandatory prepayments and cancellations. Note Repurchases and Asset dispositions (a) Prepayments of Utilisations and cancellations of Commitments made pursuant Subject to Clause 9.4 (Notes Repurchases) or Clause 9.5 (Asset Sales) shall be applied in the following order: (i) firstly, in cancellation of the Available Commitments (and the Available Commitment of the Lenders will be cancelled rateably); (ii) secondly, in permanent prepayment and cancellation of Revolving Facility Utilisations and cancellation of Commitments under the Revolving Facility; (iii) thirdly, in prepayment and cancellation of the Ancillary Outstandings and Ancillary Commitments; and (iv) then, subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, a prepayment pursuant to Clause 9.2 (Disposal and Insurance Proceeds), Clause 9.3 (Excess Cashflow) or Clause 9.4 ([***] Perpetual License Prepayment) shall be applied, pro rata in permanent prepayment of Facility B Loans and, at the Parent’s option, any other senior secured indebtedness ranking pari passu with Facility A LoanB (including, for the avoidance of doubt, Accordion Loans). (b) Unless the Borrower makes an election under Subject to paragraph (c) below, the Borrower Borrowers shall make prepayments under Clause 9.5 (Asset Sales) prepay Loans in the case of any prepayment relating to the amounts of Disposal Proceeds or Insurance Proceeds or the [***] Perpetual License Prepayment, promptly upon receipt of those proceeds (or such proceeds ceasing to be Excluded Disposal Proceeds or Excluded Insurance Proceeds, as the relevant proceedscase may be). (c) Subject to paragraph (d) below, the Borrower may, by giving the Agent not less than three (3) Business Days’ (or such shorter period as the Majority Lenders Parent may agree) prior written notice, elect that any prepayment of Disposal Proceeds and Insurance Proceeds under Clause 9.5 9.2 (Asset SalesDisposal and Insurance Proceeds) or any prepayment pursuant to Clause 9.3 (Excess Cashflow) or a [***] Perpetual License Prepayment pursuant to Clause 9.4 ([***] Perpetual License Prepayment), be applied in prepayment of a Loan on the last day of the then current Interest Period relating to that Loan. If the Borrower Parent makes such an election, that election then a proportion of the Loan equal to the amount of the relevant prepayment will be due and payable on the last day of its then current Interest Period. The Parent may make an election under this Clause 9 in respect of any amounts which have been designated to be applied in respect of Excluded Disposal Proceeds and/or Excluded Insurance Proceeds but which have not been applied by the end of the relevant time period designated in such definitions. (d) If the Borrower Parent has made an election under paragraph (c) above but an Event of Default has occurred and is continuing, that election shall no longer apply and a proportion of the Loan in respect of which the election was made equal to the amount of the relevant prepayment shall be immediately due and payable (unless the Majority Lenders otherwise agreeagree in writing). (e) For the avoidance of doubt, there shall be no requirement to deposit any Disposal Proceeds or Insurance Proceeds, the amount of any Excess Cashflow to be applied in accordance with Clause 9.3 (Excess Cashflow) or the proceeds of a [***] Perpetual License Prepayment in a holding or blocked account pending application (other than by way of prepayment) pursuant to this Agreement.

Application of mandatory prepayments and cancellations. Note Repurchases and Asset dispositions (a) Prepayments A prepayment of Utilisations and cancellations Loans or cancellation of Available Commitments made pursuant to under Clause 9.4 8.2 (Notes Repurchases) or Clause 9.5 (Asset SalesApplication of Proceeds) shall be applied in the following order: (i) firstlyfirst, in cancellation prepayment of the Available Commitments Facility B Loans as contemplated in paragraphs (b), (d) and the Available Commitment of the Lenders will be cancelled rateably);(e) below; and (ii) secondlysecond, in permanent prepayment and cancellation of Revolving Facility Utilisations and cancellation of Commitments under the Revolving Facility; (iii) thirdly, in prepayment and cancellation of the Ancillary Outstandings and Ancillary Commitments; and (iv) then, subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, in permanent prepayment of the Facility A LoanLoans as contemplated in paragraphs (b) to (e) inclusive below. (b) Unless the Borrower makes an election under paragraph (cd) below, the Borrower shall make prepayments under Clause 9.5 (Asset Sales) prepay Loans promptly upon receipt of the relevant proceedsBuyback Proceeds, required to be prepaid and in the case of Disposal Proceeds or Insurance Proceeds required to be prepaid promptly upon the expiry of the applicable reinvestment period provided in the definitions of those terms (if any). (c) A prepayment under Clause 8.2 (Application of Proceeds) shall prepay the Facility A Loans by reducing the relevant Repayment Instalment for each Repayment Date falling after the date of prepayment in chronological order. (d) Subject to paragraph (de) below, the Borrower may, by giving the Agent not less than three (3) Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice, elect that any prepayment under Clause 9.5 8.2 (Asset SalesApplication of Proceeds) be applied in prepayment of a Loan on the last day of the Interest Period relating to that Loan. If the Borrower makes such an election, that election then a proportion of the Loan equal to the amount of the relevant prepayment will be due and payable on the last day of its Interest Period. (de) If the Borrower has made an election under paragraph (cd) above but an Event of Default has occurred and is continuing, that election shall no longer apply and a proportion of the Loan in respect of which the election was made equal to the amount of the relevant prepayment shall be immediately due and payable (unless the Majority Lenders otherwise agreeagree in writing).

Application of mandatory prepayments and cancellations. Note Repurchases and Asset dispositions (a) Prepayments 8.4.1 A prepayment of Utilisations and cancellations or cancellation of Available Commitments made pursuant to under Clause 9.4 8.3 (Notes Repurchases) or Clause 9.5 (Asset SalesDisposal and insurance proceeds) shall be applied in the following order: (i) firstly8.4.1.1 first, in prepayment of the Facility A Loan as contemplated in Clauses 8.4.2 to 8.4.5 inclusive; 8.4.1.2 secondly, in cancellation of the Available Commitments under Facility B (and the Available Commitment of the Lenders under Facility B will be cancelled rateably); (ii) secondly, in permanent prepayment and cancellation of Revolving Facility Utilisations and cancellation of Commitments under the Revolving Facility; (iii) 8.4.1.3 thirdly, in prepayment of Facility B Loans such that outstanding Facility B Loans shall be prepaid on a pro rata basis, and cancellation cancellation, in each case, of the Ancillary Outstandings and Ancillary corresponding Facility B Commitments; and (iv) then, subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, in permanent prepayment of the Facility A Loan. (b) 8.4.2 Unless the Borrower Company makes an election under paragraph (c) belowClause 8.4.4, the Borrower Borrowers shall make prepayments under Clause 9.5 (Asset Sales) promptly prepay Loans, in the case of any prepayment relating to the amounts of Disposal Proceeds or Insurance Proceeds, promptly upon receipt of the relevant those proceeds. 8.4.3 A prepayment under Clause 8.3 (cDisposal and insurance proceeds) shall prepay the Facility A Loan in reducing the relevant Repayment Instalment for each Facility A Repayment Date falling after the date of prepayment in inverse order of maturity. 8.4.4 Subject to paragraph (d) belowClause 8.4.5, the Borrower may, by giving the Agent not less than three (3) Business Days’ (or such shorter period as the Majority Lenders Company may agree) prior written notice, elect that any prepayment under Clause 9.5 8.3 (Asset SalesDisposal and insurance proceeds) be applied in prepayment of a Loan on the last day of the Interest Period relating to that Loan. If the Borrower Company makes such an election, that election then a proportion of the Loan equal to the amount of the relevant prepayment will be due and payable on the last day of its Interest Period. (d) 8.4.5 If the Borrower Company has made an election under paragraph (c) above Clause 8.4.4 but an Event of a Default has occurred and is continuing, that election shall no longer apply and a proportion of the Loan in respect of which the election was made equal to the amount of the relevant prepayment shall be immediately due and payable (unless the Majority Lenders otherwise agreeagree in writing).

Application of mandatory prepayments and cancellations. Note Repurchases and Asset dispositions (a) Prepayments A prepayment of Utilisations and cancellations Loans or cancellation of Available Commitments made pursuant to under Clause 9.4 (Notes Repurchases) or Clause 9.5 9.3 (Asset SalesSale Proceeds, Insurance Proceeds and Financing Proceeds) shall be applied in the following order: (i) firstlyfirst, in prepayment of Loans as contemplated in paragraphs (b) to (e) inclusive below; and (ii) then, immediately thereafter, in cancellation of the Available Commitments under the Facility (and the Available Commitment Commitments of the Lenders under the Facility will be cancelled rateably); (ii) secondly, in permanent prepayment and cancellation of Revolving Facility Utilisations and cancellation of Commitments under the Revolving Facility; (iii) thirdly, in prepayment and cancellation of the Ancillary Outstandings and Ancillary Commitments; and (iv) then, subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, in permanent prepayment of the Facility A Loan. (b) The Borrower shall prepay Loans within one Business Day of receipt of any Financing Proceeds (provided that the Borrower shall use its reasonable endeavours to procure that they are applied on the date of receipt). (c) Unless the Borrower makes an election under paragraph (cd) below, the Borrower shall make prepayments under Clause 9.5 (Asset Sales) promptly upon prepay Loans within three Business Days of receipt of the relevant proceedsAsset Sale Proceeds or Insurance Proceeds. (cd) Subject to paragraph (de) below, the Borrower may, by giving the Agent not less than three (3) Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice, elect that any prepayment under paragraphs (i) or (ii) of Clause 9.5 9.3(b) (Asset SalesSale Proceeds, Insurance Proceeds and Financing Proceeds) be applied in prepayment of a Loan on the last day of the Interest Period relating to that Loan. If the Borrower makes such an election, that election then a proportion of the Loan equal to the amount of the relevant prepayment will be due and payable on the last day of its Interest Period. (de) If the Borrower has made an election under paragraph (cd) above but an Event of a Default has occurred and is continuing, that election shall no longer apply and a proportion of the Loan in respect of which the election was made equal to the amount of the relevant prepayment shall be immediately due and payable (unless the Majority Lenders otherwise agreeagree in writing).