Common use of Optional Prepayment of the Loans Clause in Contracts

Optional Prepayment of the Loans. (i) The Loans may be repaid on any Business Day after the Closing Date, in whole or in part, at the option of the Borrower, at 100% of the principal amount so prepaid plus accrued and unpaid interest thereon through the prepayment date with respect to each Loan so prepaid plus all outstanding and unpaid fees and expenses payable to the Lenders under the Loan Documents through the prepayment date, plus the applicable Prepayment Premium, if any. (ii) The Borrower shall give the holder of each Note irrevocable written notice of any prepayment pursuant to this Section 2.7(c), not less than 5 Business Days prior to the prepayment date, specifying such prepayment date and the principal amount of the Loans, and of the Loans held by such holder, to be prepaid on such date and stating that such prepayment is to be made pursuant to this Section 2.7(c). Notice of prepayment having been given as aforesaid, the principal amount of the Loans specified in such notice, together with accrued and unpaid interest thereon to the prepayment date, shall become due and payable on such prepayment date. The Borrower shall, on or before the day on which the Borrower give written notice of any prepayment pursuant to this Section 2.7(c), give telephonic notice of the principal amount of the Loans to be prepaid and the prepayment date to each holder which shall have designated a recipient of such notices in Schedule 1 attached hereto or by notice in writing to the Borrower. (iii) In the event that the Borrower prepay any outstanding Indebtedness evidenced by the Loans pursuant to this Section 2.7(c) the Borrower shall pay to the Lenders a prepayment premium (the “Prepayment Premium”) as follows: Prior to August 11, 2023 Amount of prepaid principal multiplied by three percent (3.00%) On or after August 11, 2023 and prior to April 30, 2024 Amount of prepaid principal multiplied by two percent (2.00%) On or after April 30, 2024 None Notwithstanding the foregoing, no Prepayment Premium shall be payable (A) on any portion of such prepayment that represents cash flow from operations (as opposed to proceeds of any issuance of Equity Interests or incurrence of Indebtedness) or (B) if all Obligations are repaid in full as a result of a Change of Control effected by April 30, 2024. The Borrower acknowledge that the foregoing Prepayment Premium represents a reasonable and fair estimate for the loss that the Lenders may sustain from the prepayment of the Loans, and further acknowledge that except as specifically provided herein, the Borrower have no right to optionally prepay the Loans in whole or in part without paying the foregoing Prepayment Premium.

Optional Prepayment of the Loans. (i) The Loans may be repaid on any Business Day after the Closing Date, in whole or in part, at the option of the BorrowerBorrowers, at 100% of the principal amount so prepaid plus accrued and unpaid interest thereon through the prepayment date with respect to each Loan so prepaid plus all outstanding and unpaid fees and expenses payable to the Lenders under the Loan Documents through the prepayment date, plus the applicable Prepayment Premium, if any. (ii) The Borrower Borrowers shall give the holder of each Note irrevocable written notice of any prepayment pursuant to this Section 2.7(c), not less than 5 Business Days prior to the prepayment date, specifying such prepayment date and the principal amount of the Loans, and of the Loans held by such holder, to be prepaid on such date and stating that such prepayment is to be made pursuant to this Section 2.7(c). Notice of prepayment having been given as aforesaid, the principal amount of the Loans specified in such notice, together with accrued and unpaid interest thereon to the prepayment date, shall become due and payable on such prepayment date. The Borrower Borrowers shall, on or before the day on which the Borrower Borrowers give written notice of any prepayment pursuant to this Section 2.7(c), give telephonic notice of the principal amount of the Loans to be prepaid and the prepayment date to each holder which shall have designated a recipient of such notices in Schedule 1 attached hereto or by notice in writing to the BorrowerBorrowers. (iii) In the event that the Borrower Borrowers prepay any outstanding Indebtedness evidenced by the Loans pursuant to this Section 2.7(c) the Borrower Borrowers shall pay to the Lenders a prepayment premium (the “Prepayment Premium”) as follows: Prior to August 11, 2023 Amount of prepaid principal multiplied by three percent (3.00%) On or after August 11, 2023 and prior to April 30August 11, 2024 Amount of prepaid principal multiplied by two percent (2.00%) On or after April 30August 11, 2024 2024, and prior to August 11, 2025 Amount of prepaid principal multiplied by one percent (1.00%) On or after August 11, 2025 None Notwithstanding the foregoing, no Prepayment Premium shall be payable (A) on any portion of such prepayment that represents cash flow from operations (as opposed to proceeds of any issuance of Equity Interests or incurrence of Indebtedness) or (B) if all Obligations are repaid in full as a result the Borrower has requested and the Lender does not fund the entire $3,000,000 of a Change of Control effected by April 30, 2024the Multi-Draw Commitment prior to the Multi-Draw Commitment Termination Date. The Borrower Borrowers acknowledge that the foregoing Prepayment Premium represents a reasonable and fair estimate for the loss that the Lenders may sustain from the prepayment of the Loans, and further acknowledge that except as specifically provided herein, the Borrower Borrowers have no right to optionally prepay the Loans in whole or in part without paying the foregoing Prepayment Premium.

Optional Prepayment of the Loans. (i) The Loans may be repaid on any Business Day after the Closing Date, in whole or in part, at the option of the Borrower, at 100% of the principal amount so prepaid plus accrued and unpaid interest thereon through the prepayment date with respect to each Loan so prepaid plus all outstanding and unpaid fees and expenses payable to the Lenders under the Loan Documents through the prepayment date, plus the applicable Prepayment Premium, if anyanywithout any prepayment premium or penalty. (ii) The Borrower shall give the holder of each Note irrevocable written notice of any prepayment pursuant to this Section 2.7(c2.7(c)2.7(d), not less than 5 Business Days prior to the prepayment date, specifying such prepayment date and the principal amount of the Loans, and of the Loans held by such holder, to be prepaid on such date and stating that such prepayment is to be made pursuant to this Section 2.7(c2.7(c)2.7(d). Notice of prepayment having been given as aforesaid, the principal amount of the Loans specified in such notice, together with accrued and unpaid interest thereon to the prepayment date, shall become due and payable on such prepayment date. The Borrower shall, on or before the day on which the Borrower give written notice of any prepayment pursuant to this Section 2.7(c2.7(c)2.7(d), give telephonic notice of the principal amount of the Loans to be prepaid and the prepayment date to each holder which shall have designated a recipient of such notices in Schedule 1 attached hereto or by notice in writing to the Borrower. (iii) In the event that the Borrower prepay any outstanding Indebtedness evidenced by the Loans pursuant to this Section 2.7(c) the Borrower shall pay to the Lenders a prepayment premium (the “Prepayment Premium”) as follows: Prior to August 11, 2023 Amount of prepaid principal multiplied by three percent (3.00%) On or after August 11, 2023 and prior to April 30, 2024 Amount of prepaid principal multiplied by two percent (2.00%) On or after April 30, 2024 None Notwithstanding the foregoing, no Prepayment Premium shall be payable (A) on any portion of such prepayment that represents cash flow from operations (as opposed to proceeds of any issuance of Equity Interests or incurrence of Indebtedness) or (B) if all Obligations are repaid in full as a result of a Change of Control effected by April 30, 2024. The Borrower acknowledge that the foregoing Prepayment Premium represents a reasonable and fair estimate for the loss that the Lenders may sustain from the prepayment of the Loans, and further acknowledge that except as specifically provided herein, the Borrower have no right to optionally prepay the Loans in whole or in part without paying the foregoing Prepayment Premium.