Common use of End of Term Charge Clause in Contracts

End of Term Charge. On the earliest to occur of (i) January 1, 2023 (solely with respect to any Tranche I Advance, Tranche II Advance or Tranche III Advance), (ii) the Maturity Date, (iii) the date that Borrowers prepay the outstanding Secured Obligations (other than any inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) in full or in part (in case of a prepayment pursuant to Section 2.4(a)), or (iv) the date that the Secured Obligations become due and payable in full pursuant to the terms of this Agreement, Borrowers shall pay Lender a charge (each, an “End of Term Charge”) equal to (A) in case of a partial prepayment pursuant to Section 2.4(a), (x) 6.35% of any principal prepayment in respect of the Tranche I Advance, (y) 5.75% of any principal prepayment in respect of Tranche II Advance, and (z) 5.75% of any principal prepayment in respect of the Tranche III Advance, and (B) in connection with the payment in full of the outstanding Secured Obligations, a charge in an amount equal to the sum (x) of $2,222,500, in respect of the Tranche I Advance, (y) $1,150,000, in respect of the Tranche II Advance, and (z) $1,150,000, in respect of the Tranche III Advance, less any charges paid prior to such date pursuant to the foregoing clause (A) in connection with partial prepayments. Any similar charge applicable to payment of any of the Tranche IV (Discretionary I) Advance, Tranche V Advance, Tranche VI Advance or Discretionary Advance II will be determined prior to the Advance Date thereof. Notwithstanding the required payment date of such charge, it shall be deemed earned by Lender as of the Closing Date.

End of Term Charge. On the earliest to occur of (i) January 1, 2023 (solely with respect to any Tranche I Advance, Tranche II Advance or Tranche III Advance), (ii) the Maturity Date, (iiiii) the date that Borrowers prepay the outstanding Secured Obligations (other than any inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) in full or in part (in case of a prepayment pursuant to Section 2.4(a)), or (iviii) the date that the Secured Obligations become due and payable in full pursuant to the terms of this Agreement, Borrowers shall pay Lender a charge (each, an “End of Term Charge”) equal to (A) in case of a partial prepayment pursuant to Section 2.4(a), (x) 6.35% of any principal prepayment in respect of the Tranche I Advance, (y) 5.75% of any principal prepayment in respect of Tranche II Advance, and (z) 5.75% of any principal prepayment in respect of the Tranche III Advance, and (B) in connection with the payment in full of the outstanding Secured Obligations, Obligations a charge in an amount equal to the sum (x) of $2,222,500, in respect of the Tranche I Advance, (y) $1,150,000, in respect of the Tranche II Advance, and (z) $1,150,000, in respect of the Tranche III Advance, less any charges paid prior to such date pursuant to the foregoing clause (A) in connection with partial prepayments. Any similar charge applicable to payment of any of the Tranche IV (Discretionary I) Advance, Tranche V Advance, Tranche VI Advance or Discretionary Advance II will be determined prior to the Advance Date thereof. Notwithstanding the required payment date of such charge, it shall be deemed earned by Lender as of the Closing Date. (vi) Section 7.9 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

End of Term Charge. (a) On any date that Borrower partially prepays the outstanding Secured Obligations pursuant to Section 2.5, Borrower shall pay Lenders a charge equal to (i) (x) if the date of such prepayment is on or prior to the date which is twenty-four (24) months following the Closing Date, two and forty-five hundredths percent (2.45%) or (ii) (y) if the date of such prepayment is after the date which is twenty-four (24) months following the Closing Date, four and three-quarters percent (4.75%) multiplied by (ii) the principal amount of such Term Loan Advances being prepaid. (b) On the earliest to occur of (i) January 1, 2023 (solely with respect to any Tranche I Advance, Tranche II Advance or Tranche III Advance)the Term Loan Maturity Date, (ii) the Maturity Date, (iii) the date that Borrowers prepay Borrower prepays the outstanding Secured Obligations (other than any inchoate indemnity and reimbursement obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) in full or in part full, (in case of a prepayment pursuant to Section 2.4(a))iii) the date that the outstanding Secured Obligations become due and payable, or (iv) as required pursuant to Section 2.5, without duplication, Borrower shall pay Lenders a charge equal to charge equal to (I) (x) if the date that of such prepayment is on or prior to the Secured Obligations become due date which is twenty-four (24) months following the Closing Date, two and payable in full forty-five hundredths percent (2.45%) or (ii) (y) if the date of such prepayment is after the date which is twenty-four (24) months following the Closing Date, four and three-quarters percent (4.75%) multiplied by (II) the aggregate original principal amount of such Term Loan Advances made hereunder minus (III) the aggregate amount of payments made pursuant to Section 2.6(a) (the terms of this Agreement, Borrowers shall pay Lender a charge (each, an “End of Term Charge”). (c) equal to (A) in case of a partial prepayment pursuant to Section 2.4(a), (x) 6.35% of any principal prepayment in respect of the Tranche I Advance, (y) 5.75% of any principal prepayment in respect of Tranche II Advance, and (z) 5.75% of any principal prepayment in respect of the Tranche III Advance, and (B) in connection with the payment in full of the outstanding Secured Obligations, a charge in an amount equal to the sum (x) of $2,222,500, in respect of the Tranche I Advance, (y) $1,150,000, in respect of the Tranche II Advance, and (z) $1,150,000, in respect of the Tranche III Advance, less any charges paid prior to such date pursuant to the foregoing clause (A) in connection with partial prepayments. Any similar charge applicable to payment of any of the Tranche IV (Discretionary I) Advance, Tranche V Advance, Tranche VI Advance or Discretionary Advance II will be determined prior to the Advance Date thereof. Notwithstanding the required payment date of such chargeEnd of Term Charge, it the applicable pro rata portion of the End of Term Charge shall be deemed earned by Lender Lenders as of each date that an applicable Term Loan Advance is made. For the Closing Dateavoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof shall be the immediately subsequent Business Day.

End of Term Charge. On the earliest to occur of (i) January 1, 2023 (solely with respect to any Tranche I Advance, Tranche II Advance or Tranche III Advance), (ii) the Maturity Date, (iiiii) the date that Borrowers prepay the outstanding Secured Obligations (other than any inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) in full or in part (in case of a prepayment pursuant to Section 2.4(a)), or (iviii) the date that the Secured Obligations become due and payable in full pursuant to the terms of this Agreement, Borrowers shall pay Lender a charge (each, an “End of Term Charge”) equal to (A) in case of a partial prepayment pursuant to Section 2.4(a), (x) 6.35% of any principal prepayment in respect of the Tranche I Advance, (y) 5.75% of any principal prepayment in respect of Tranche II Advance, and (z) 5.75% of any principal prepayment in respect of the Tranche III Advance, and (B) in connection with the payment in full of the outstanding Secured Obligations, Obligations a charge in an amount equal to the sum (x) of $2,222,500, in respect of the Tranche I Advance, (y) $1,150,000, in respect of the Tranche II Advance, and (z) $1,150,000, in respect of the Tranche III Advance, less any charges paid prior to such date pursuant to the foregoing clause (A) in connection with partial prepayments. Any similar charge applicable to payment of any of the Tranche IV (Discretionary I) Advance, Tranche V Advance, Tranche VI Advance or Discretionary Advance II will be determined prior to the Advance Date thereof. Notwithstanding the required payment date of such charge, it shall be deemed earned by Lender as of the Closing Date.

End of Term Charge. (a) On any date that Borrower partially prepays the outstanding Secured Obligations pursuant to Section 2.5 (other than, for the avoidance of doubt, any partial prepayment that would result in all remaining outstanding Secured Obligations being prepaid in full), Borrower shall pay the Lenders a charge of equal to four point ninety-five percent (4.95%) of the aggregate principal amount of such Term Loan Advances being prepaid. (b) On the earliest to occur of (i) January 1, 2023 (solely with respect to any Tranche I Advance, Tranche II Advance or Tranche III Advance)the Term Loan Maturity Date, (ii) the Maturity Date, (iii) the date that Borrowers prepay Borrower prepays the outstanding Secured Obligations (other than any inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) in full or in part (in case of a prepayment pursuant to Section 2.4(a))full, or (iviii) the date that the Secured Obligations become due and payable in full (including by acceleration of the Secured Obligations during an Event of Default) pursuant to the terms of this Agreement, Borrowers Borrower shall pay Lender the Lenders a charge equal to (eachi) four point ninety-five percent (4.95%) of the aggregate original principal amount of the Term Loan Advances made hereunder minus (ii) the aggregate amount of payments made pursuant to Section 2.6(a) (collectively, an with any charge required to be paid pursuant to Section 2.6(a), the “End of Term Charge”). ny-2659060 (c) equal to (A) in case of a partial prepayment pursuant to Section 2.4(a), (x) 6.35% of any principal prepayment in respect of the Tranche I Advance, (y) 5.75% of any principal prepayment in respect of Tranche II Advance, and (z) 5.75% of any principal prepayment in respect of the Tranche III Advance, and (B) in connection with the payment in full of the outstanding Secured Obligations, a charge in an amount equal to the sum (x) of $2,222,500, in respect of the Tranche I Advance, (y) $1,150,000, in respect of the Tranche II Advance, and (z) $1,150,000, in respect of the Tranche III Advance, less any charges paid prior to such date pursuant to the foregoing clause (A) in connection with partial prepayments. Any similar charge applicable to payment of any of the Tranche IV (Discretionary I) Advance, Tranche V Advance, Tranche VI Advance or Discretionary Advance II will be determined prior to the Advance Date thereof. Notwithstanding the required payment date of such chargeEnd of Term Charge, it the applicable pro rata portion of the End of Term Charge with respect to any Advance shall be deemed earned by Lender the Lenders as of the Closing applicable Advance Date. For the avoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof shall be the immediately preceding Business Day.