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

Application of mandatory prepayments and cancellations. (a) A prepayment of Utilisations or cancellation of Available Commitments made under Clause 8.2 (Disposal, Insurance Proceeds and Excess Cashflow) shall be applied in the following order: (i) first, 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 payment of termination or closing out amounts due to a Hedge Counterparty under a Hedging Document as a result of such prepayment of Term Loans; (ii) secondly, in cancellation of Available Commitments under the Revolving 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 corresponding Revolving Facility Commitments. (b) Unless the Company makes an election under paragraph (d) below, the Borrowers shall prepay Loans at the following times: (i) in the case of any prepayment relating to the amounts of 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 2021. (c) A prepayment under Clause 8.2 (Disposal, Insurance 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 paragraph (d) of Clause 6.3 (Effect of cancellation and prepayment on scheduled repayments). (d) Subject to paragraph (e) below, the Company may elect that any prepayment under Clause 8.2 (Disposal, Insurance 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 Company makes 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. (e) If the Company has made an election under paragraph (d) above but 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 agree in writing).

Application of mandatory prepayments and cancellations. (a) A prepayment of Utilisations or cancellation of Available Commitments the Loan made under Clause 8.2 8.1 (Debt, Disposal, Equity Issuance and Insurance Proceeds and Excess CashflowProceeds) shall be applied in the following order: (i) first, pro rata: (A) in prepayment of Term Loans the Loan(s) 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 payment of termination or closing out amounts due to a Hedge Counterparty under a Hedging Document as a result of such prepayment of Term Loans; (ii) secondly, in cancellation of Available Commitments under the Revolving 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 corresponding Revolving Facility Commitments. (b) Unless the Company Borrower makes an election under paragraph (d) below, the Borrowers Borrower shall prepay Loans at the following times: (i) Loan(s), in the case of any prepayment relating to the amounts to, in respect of or on account of any Debt Incurrence Proceeds, Disposal Proceeds, Equity Issuance Proceeds or Insurance Proceeds, as soon as reasonably practicable upon receipt or recovery of the same by (or payment of the same to the order of) any Group Member or a Flotation Entity (or, in the case of any Excluded Disposal Proceeds or Excluded Insurance Proceeds which cease to constitute Excluded Disposal Proceeds or, as the case may be, Excluded Insurance Proceeds, promptly upon receipt such cessation) (the time of those proceedssuch receipt, recovery, payment to order or, as the case may be, cessation being the “Applicable Time”) and (without prejudice to the foregoing) such prepayment of the Loan(s) shall be made in any event within three Business Days of such Applicable Time. (c) Any prepayment of Loan(s) pursuant to Clause 8.1 (Debt, Disposal, Equity Issuance and Insurance Proceeds) shall be applied: (i) towards the Term Loan and each Greenshoe Loan on a pro rata basis; 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 2021. (c) A prepayment under Clause 8.2 (Disposal, Insurance Proceeds and Excess Cashflow) shall be applied to the Term Loans pro rata and shall reduce reducing the relevant Repayment Instalment for each Repayment Date falling after the date of prepayment in the manner contemplated by paragraph (d) of Clause 6.3 (Effect of cancellation and prepayment on scheduled repayments). (d) Subject to paragraph (e) below, the Company Borrower may elect elect, by notice to the Facility Agent, that any amount required to be applied towards prepayment of any Loan under Clause 8.2 8.1 (Debt, Disposal, Equity Issuance and Insurance Proceeds and Excess CashflowProceeds) be so applied in prepayment of a such Loan on the last day of the current Interest Period relating for such Loan, provided that (i) the amount to that Loanbe so applied towards prepayment of each Loan shall be determined in accordance with paragraphs (a) to (c) above at the time when such prepayment is (without giving effect to this paragraph (d)) required to be made and (ii) such election is made prior to the time when such prepayment is (without giving effect to this paragraph (d)) required to be made. If the Company Borrower makes that election in respect of any Loan then a proportion of the such Loan equal to the amount to be so applied in prepayment of the relevant prepayment such Loan will be due and payable on the last day of its the current Interest PeriodPeriod in respect of such Loan (as at the date of such election). (e) If the Company Borrower has made an election under paragraph (d) above but a 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 to be so applied in prepayment of the relevant prepayment such Loan shall be immediately due and payable (unless the Majority Lenders otherwise agree in writing).

Application of mandatory prepayments and cancellations. (a) A prepayment of Utilisations or cancellation of Available Commitments the Loan made under Clause 8.2 (Disposal, Insurance Proceeds and Excess CashflowRecovery Proceeds), Clause 8.3 (Permitted Restructuring Proceeds), Clause 8.4 (Cure Amount), Clause 8.5 (Secondary Permitted Subsidiary Capital Raising Proceeds) shall be applied in the following order: (i) first, pro rata: (A) in prepayment of Term Loans the Loan as contemplated in paragraphs (b) to (ed) inclusive below; and (B) if required (and only to the extent required) pursuant to Clause 26.3 (Excess Hedging), in payment of termination or closing out amounts due to a Hedge Counterparty under a Hedging Document as a result of such prepayment of Term Loans; (ii) secondly, in cancellation of Available Commitments under the Revolving 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 corresponding Revolving Facility Commitments. (b) Unless the Company Borrower makes an election under paragraph (c) below, the Borrower shall prepay the Loan, in the case of any prepayment relating to, in respect of or on account of any Disposal Proceeds, Insurance Proceeds, Recovery Proceeds, Disposal of Listco Shares Proceeds, Permitted Pre-IPO Sale Proceeds, Permitted Holdco Sale Proceeds, Opcos Reorganisation Proceeds, Cure Amount or Secondary Permitted Subsidiary Capital Raising Proceeds, as soon as reasonably practicable upon receipt or recovery of the same by any Relevant Obligor, any Holdco Group Member or any Group Member or (in the case of any Recovery Proceeds) by any Report Addressee or (in the case of any Disposal of Listco Shares Proceeds or any Permitted Pre-IPO Sale Proceeds) by any Offshore SPV, any Onshore SPV or any PRC Ultimate Management Shareholder (each as defined in Schedule 14 (Permitted Restructuring)) or (in the case of any Permitted Holdco Sale Proceeds) by the Borrower and/or the Offshore ESOP SPV1 (or, in the case of any Excluded Disposal Proceeds, Excluded Insurance Proceeds or Excluded Recovery Proceeds which cease to constitute Excluded Disposal Proceeds, Excluded Insurance Proceeds or, as the case may be, Excluded Recovery Proceeds, promptly upon such cessation) and (without prejudice to the foregoing) such prepayment of the Loan shall be made in any event within: (i) (in the case of any prepayment relating to, in respect of or on account of any Cure Amount) two Business Days of such receipt or recovery; (ii) (in the case of any prepayment relating to, in respect of or on account of any Disposal Proceeds, Insurance Proceeds, Recovery Proceeds, Disposal of Listco Shares Proceeds, Permitted Pre-IPO Sale Proceeds, Permitted Holdco Sale Proceeds, Opcos Reorganisation Proceeds or Secondary Permitted Subsidiary Capital Raising Proceeds received or recovered outside of the PRC) ten Business Days of such receipt or recovery, provided that (in the case of any Wholly-Own Time Proceeds only) such prepayment of the Loan relating to, in respect of or on account of such Wholly-Own Time Proceeds shall, subject to paragraph (c) below, be made upon the later of the time when such prepayment is required to be made pursuant to the foregoing provisions of this paragraph (b) and the Wholly-Own Time. (c) Subject to paragraph (d) below, the Borrowers shall prepay Loans at the following times: (i) in the case of any prepayment relating Borrower may elect, by notice to the amounts of Disposal Proceeds or Insurance ProceedsFacility Agent, promptly upon receipt of those proceeds; and (ii) in the case of that any amount required to be applied towards 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 2021. (c) A prepayment Loan under Clause 8.2 (Disposal, Insurance Proceeds and Excess CashflowRecovery Proceeds), Clause 8.3 (Permitted Restructuring Proceeds), Clause 8.4 (Cure Amount) 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 paragraph or Clause 8.5 (d) of Clause 6.3 (Effect of cancellation and prepayment on scheduled repayments). (d) Subject to paragraph (e) below, the Company may elect that any prepayment under Clause 8.2 (Disposal, Insurance Proceeds and Excess CashflowSecondary Permitted Subsidiary Capital Raising Proceeds) be so applied in prepayment of a the Loan on the last day of the current Interest Period relating for the Loan, provided that such election must be made and notified to that the Facility Agent no later than the time which, but for this paragraph (c), the Borrower would have been so required to apply such amount towards prepayment of the Loan. If the Company Borrower makes that election then a proportion of the Loan equal to the amount to be so applied in prepayment of the relevant prepayment Loan will be due and payable on the last day of its the current Interest PeriodPeriod in respect of the Loan (as at the date of such election). (ed) If the Company Borrower has made an election under paragraph (dc) above but a 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 to be so applied in prepayment of the relevant prepayment Loan shall be immediately due and payable (unless the Majority Lenders otherwise agree in writing). (e) In this Agreement, “Wholly-Own Time Proceeds” means any Disposal Proceeds, Insurance Proceeds, Recovery Proceeds, Opcos Reorganisation Proceeds, Cure Amount or Secondary Permitted Subsidiary Capital Raising Proceeds.

Application of mandatory prepayments and cancellations. (a) A prepayment of Utilisations Loans or cancellation of Available Commitments made under Clause 8.2 11.2 (Excess Cashflow) or Clause 11.3 (Acquisition, Disposal, Insurance Proceeds and Excess CashflowListing Proceeds) shall be applied in the following order: (i) first, 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 payment of termination or closing out amounts due to on a Hedge Counterparty under a Hedging Document as a result of such prepayment of Term Loanspro rata basis; (ii) secondly, in cancellation of Available Commitments under the Capex/Acquisition Facility and the Incremental Facility (and the Available Commitments of the Lenders under each applicable Facility will be cancelled rateably); (iii) thirdly, in cancellation of Available Commitments under the Revolving Facility; (iv) fourthly, in prepayment of Revolving Facility Loans Facility (and the Available Commitments of the Lenders under the Revolving Facility will be cancelled rateably); and (iiiv) thirdlythen, in prepayment in: (A) repayment of Revolving Facility Loans the Ancillary Outstandings (and cancellation of corresponding Ancillary Commitments); and (B) cancellation of Ancillary Commitments, (on a pro rata basis basis) and cancellation cancellation, in each case, of the corresponding Revolving Facility Commitments. (b) Unless the Company makes an election under paragraph (d) below, the Borrowers it shall prepay (or shall procure that the relevant Borrower prepays) Loans at the following times: (i) in the case of any prepayment and/or cancellation relating to the amounts of Disposal Proceeds, Insurance Proceeds or Insurance Acquisition Proceeds, promptly upon the later of receipt of those proceedsproceeds and such amounts ceasing to be Excluded Disposal Proceeds, Excluded Insurance Proceeds or Excluded Acquisition Proceeds (as applicable); and (ii) in the cash of any Excess Cashflow, within five Business Days of the relevant Annual Financial Statements being supplied to the Agent; and (iii) in the case of any prepayment relating to an amount the amounts of Excess Cashflow, Listing Proceeds within 30 days five Business Days of delivery pursuant to Clause 21.1 (Financial statements) of the annual consolidated accounts of Startek for receipt by the relevant Financial Year, with the first such payment to be made in respect of the Financial Year ended 31 December 2021person. (c) A prepayment under Clause 8.2 11.2 (Excess Cashflow) or Clause 11.3 (Acquisition, Disposal, Insurance Proceeds and Excess CashflowListing Proceeds) shall be applied to prepay the Term Loans pro rata and shall in amounts which reduce the relevant Repayment Instalment for each Repayment Date falling after Facility B Loans, the date of prepayment in Capex/Acquisition Facility Loans and the manner contemplated Incremental Facility Loans by paragraph (d) of Clause 6.3 (Effect of cancellation and prepayment on scheduled repayments)the same proportion. (d) Subject to paragraph (e) below, the Company may elect that any prepayment under Clause 8.2 11.2 (Excess Cashflow) or Clause 11.3 (Acquisition, Disposal, Insurance Proceeds and Excess CashflowListing Proceeds) be applied in prepayment of a Loan on the last day of the Interest Period relating to that Loan. If the Company makes 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. (e) If the Company has made an election under paragraph (d) above but a 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 in writing).

Application of mandatory prepayments and cancellations. (a) A prepayment of Utilisations or cancellation of Available Commitments the Loan made under Clause 8.2 (Disposal, Insurance Proceeds and Excess CashflowRecovery Proceeds), Clause 8.3 (Permitted Restructuring Proceeds), Clause 8.4 (Cure Amount), Clause 8.5 (Secondary Permitted Subsidiary Capital Raising Proceeds) or under paragraph (c) of Clause 8.1 (Exit and Flotation) shall be applied in the following order: (i) first, pro rata: (A) in prepayment of Term Loans the Loan as contemplated in paragraphs (b) to (ed) inclusive below; and (B) if required (and only to the extent required) pursuant to Clause 26.3 (Excess Hedging), in payment of termination or closing out amounts due to a Hedge Counterparty under a Hedging Document as a result of such prepayment of Term Loans; (ii) secondly, in cancellation of Available Commitments under the Revolving 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 corresponding Revolving Facility Commitments. (b) Unless the Company Borrower makes an election under paragraph (c) below, the Borrower shall prepay the Loan, in the case of any prepayment relating to, in respect of or on account of any Qualifying Flotation Proceeds, Disposal Proceeds, Insurance Proceeds, Recovery Proceeds, Disposal of Listco Shares Proceeds, New Investor Proceeds, Opcos Reorganisation Proceeds, WXAT Share Reorganisation Proceeds, Cure Amount or Secondary Permitted Subsidiary Capital Raising Proceeds, as soon as reasonably practicable upon receipt or recovery of the same by any Obligor or any Group Member or (in the case of any Recovery Proceeds) by any Report Addressee or (in the case of any Qualifying Flotation Proceeds) by Holdco or any Holding Company of any Group Member or (in the case of any Disposal of Listco Shares Proceeds) by any Offshore SPV1 or any Onshore SPV (each as defined in Schedule 14 (Permitted Restructuring)) (or, in the case of any Excluded Disposal Proceeds, Excluded Insurance Proceeds or Excluded Recovery Proceeds which cease to constitute Excluded Disposal Proceeds, Excluded Insurance Proceeds or, as the case may be, Excluded Recovery Proceeds, promptly upon such cessation) and (without prejudice to the foregoing) such prepayment of the Loan shall be made in any event within: (i) (in the case of any prepayment relating to, in respect of or on account of any Cure Amount) two Business Days of such receipt or recovery; (ii) (in the case of any prepayment relating to, in respect of or on account of any Qualifying Flotation Proceeds, Disposal Proceeds, Insurance Proceeds, Recovery Proceeds, Disposal of Listco Shares Proceeds, New Investor Proceeds, Opcos Reorganisation Proceeds, WXAT Share Reorganisation Proceeds or Secondary Permitted Subsidiary Capital Raising Proceeds received or recovered outside of the PRC) ten Business Days of such receipt or recovery. (c) Subject to paragraph (d) below, the Borrowers shall prepay Loans at the following times: (i) in the case of any prepayment relating Borrower may elect, by notice to the amounts of Disposal Proceeds or Insurance ProceedsFacility Agent, promptly upon receipt of those proceeds; and (ii) in the case of that any amount required to be applied towards 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 2021. (c) A prepayment Loan under Clause 8.2 (Disposal, Insurance Proceeds and Excess CashflowRecovery Proceeds), Clause 8.3 (Permitted Restructuring Proceeds), Clause 8.4 (Cure Amount), Clause 8.5 (Secondary Permitted Subsidiary Capital Raising Proceeds) 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 or under paragraph (dc) of Clause 6.3 8.1 (Effect of cancellation Exit and prepayment on scheduled repayments). (d) Subject to paragraph (e) below, the Company may elect that any prepayment under Clause 8.2 (Disposal, Insurance Proceeds and Excess CashflowFlotation) be so applied in prepayment of a the Loan on the last day of the current Interest Period relating for the Loan, provided that such election must be made and notified to that the Facility Agent no later than the time which, but for this paragraph (c), the Borrower would have been so required to apply such amount towards prepayment of the Loan. If the Company Borrower makes that election then a proportion of the Loan equal to the amount to be so applied in prepayment of the relevant prepayment Loan will be due and payable on the last day of its the current Interest PeriodPeriod in respect of the Loan (as at the date of such election). (ed) If the Company Borrower has made an election under paragraph (dc) above but a 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 to be so applied in prepayment of the relevant prepayment Loan shall be immediately due and payable (unless the Majority Lenders otherwise agree in writing).

Application of mandatory prepayments and cancellations. (a) A Prior to the expiry of the Certain Funds Period, a prepayment of Utilisations or cancellation of Available Commitments made under Clause 8.2 9.3(b) (DisposalBond and Equity, Acquisition and Insurance Proceeds and Excess CashflowProceeds) shall be applied in the following order: (i) first, in cancellation of Available Commitments under the General Revolving Facility (and the Available Commitments of the Lenders under the General Revolving Facility Revolving Facility will be cancelled rateably); (ii) secondly, in prepayment of General Revolving Facility Loans such that outstanding General Revolving Facility Loans shall be prepaid on a pro ratarata basis, and cancellation, in each case, of the corresponding General Revolving Facility Commitment; and (iii) then, in: (A) repayment of the Ancillary Outstandings, in connection with an Ancillary Facility that has been provided by a Lender from all or part of its General Revolving Facility Commitment (and cancellation of corresponding Ancillary Commitments); and (B) cancellation of Ancillary Commitments, in connection with an Ancillary Facility that has been provided by a Lender from all or part of its General Revolving Facility Commitment, (on a pro rata basis) and cancellation, in each case, of the corresponding General Revolving Facility Commitments. (b) Following expiry of the Certain Funds Period, prepayment of Utilisations or cancellation of Available Commitments made under clause 9.3(b) (Bond and Equity, Acquisition and Insurance Proceeds) shall be applied in the following order: (i) first, in prepayment of Term Loans as contemplated in paragraphs (bc) to (ef) inclusive below; and (B) if required (and only to the extent required) pursuant to Clause 26.3 (Excess Hedging), in payment of termination or closing out amounts due to a Hedge Counterparty under a Hedging Document as a result of such prepayment of Term Loans; (ii) secondly, in cancellation of Available Commitments under the Revolving 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 such that outstanding Revolving Facility Loans shall be prepaid on a pro rata basis basis, and cancellation, in each case, of the corresponding Revolving Facility Commitment; and (iv) then, in: (A) repayment of the Ancillary Outstandings (and cancellation of corresponding Ancillary Commitments); and (B) cancellation of Ancillary Commitments, (on a pro rata basis) and cancellation, in each case, of the corresponding Revolving Facility Commitments. (bc) Unless the Company makes an election under paragraph (de) below, the Borrowers shall prepay Loans at the following times: (i) in the case of any prepayment relating to the amounts of Disposal Bond and Equity Proceeds, Acquisition Proceeds or and 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 2021. (cd) A prepayment or cancellation under Clause 8.2 clause 9.3 (DisposalBond and Equity, Acquisition and Insurance Proceeds and Excess CashflowProceeds) shall be applied to prepay the Term Loans pro rata as set out in clause 9.3 (Bond and Equity, Acquisition and Insurance Proceeds) and shall reduce the relevant Repayment Instalment for each Repayment Date falling after the date of prepayment in the manner contemplated by paragraph (d) of Clause 6.3 clause 8.3 (Effect of cancellation and prepayment on scheduled repaymentsrepayments and reductions). (de) Subject to paragraph (ef) below, the Company may elect that any prepayment under Clause 8.2 clause 9.3 (DisposalBond and Equity, Acquisition and Insurance Proceeds and Excess CashflowProceeds) be applied in prepayment of a Loan on the last day of the Interest Period relating to that Loan. If the Company makes 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. (ef) If the Company has made an election under paragraph (de) above but 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 agree in writing). (g) Following expiry of the Availability Period for the Term Facility or on the date that the Term Facility has been drawn in full, any surplus amount after application of proceeds under paragraph (a) of this clause 9.4 (Application of mandatory prepayments and cancellations) shall then be applied in the application of proceeds in accordance with paragraph (b) above.

Application of mandatory prepayments and cancellations. (a) A prepayment of Utilisations or cancellation of Available Commitments made under Clause 8.2 (Disposal, Insurance and Acquisition Proceeds and Excess Cashflow) shall be applied in the following order: (i) first, pro rata:: 0081727-0000042 SN:12155633.21 67 (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 payment of termination or closing out amounts due to a Hedge Counterparty under a Hedging Document as a result of such prepayment of Term Loans; (ii) secondly, in cancellation of Available Commitments under the Revolving 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 corresponding Revolving Facility Commitments. (b) Unless the Company makes an election under paragraph (d) below, the Borrowers 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 the Company for the relevant Financial Year, with the first such payment to be made in respect of the Financial Year ended 31 December 2021March 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 paragraph (d) of Clause 6.3 (Effect of cancellation and prepayment on scheduled repayments). (d) Subject to paragraph (e) below, the Company may elect that any prepayment under Clause 8.2 (Disposal, 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 Company makes 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. (e) If the Company has made an election under paragraph (d) above but 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 agree in writing).