Common use of Permitted Prepayment of Term Loans Clause in Contracts

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. (ii) Notwithstanding anything herein to the contrary, Borrower shall also have the option to prepay part of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, (iii) prepays such part of the Term Loans in a denomination that is not less than Five Million Dollars ($5,000,000.00) or, if in excess thereof, in integral whole number multiples of One Million Dollars ($1,000,000.00) in excess thereof, and (iv) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of such Term Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment, and (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, (D) the applicable Prepayment Fee with respect to the portion of such Term Loans being prepaid, and (E) a portion of any fee that would have otherwise been due pursuant to Section 2.2(d)(i). For the purposes of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis.

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten five (105) days Business Days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. (ii) Notwithstanding anything herein to the contrary, Borrower shall also have the option to prepay part of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten five (105) days Business Days prior to such prepayment, (iiiii) prepays such part of the Term Loans in a denomination that is not less than a whole number multiple of Five Million Dollars ($5,000,000.00) or, if in excess thereof, in integral whole number multiples of One Million Dollars ($1,000,000.00) in excess thereof), and (iviii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of such Term Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment, and (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, and (D) the applicable pro-rated Prepayment Fee with respect to the portion of such Term Loans being prepaid, and (E) a portion of any fee that would have otherwise been due pursuant to Section 2.2(d)(i). For the purposes of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis.

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. (ii) Notwithstanding anything herein to the contrary, Borrower shall also have the option to prepay part of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, (iiiii) prepays such part of the Term Loans in a denomination that is not less than Five minimum principal amount of at least Ten Million Dollars ($5,000,000.0010,000,000.00) or, if in excess thereof, in integral whole number multiples of One or such greater amount that exceeds Ten Million Dollars ($1,000,000.0010,000,000.00) in excess thereofby whole number increment(s) of Two Million Five Hundred Thousand Dollars ($2,500,000.00), and (iviii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of such Term Loans being prepaid plus all accrued and unpaid interest thereon on the principal amount being prepaid through the prepayment date, (B) the applicable Final Payment, and (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, and (D) the applicable Prepayment Fee with respect to the portion of such Term Loans being prepaid, and (E) a portion of any fee that would have otherwise been due pursuant to Section 2.2(d)(i). For the purposes of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis.

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten five (105) days Business Days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. (ii) Notwithstanding anything herein to the contrary, Borrower shall also have the option to prepay part of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten five (105) days Business Days prior to such prepayment, (iiiii) prepays such part of the Term Loans in a denomination that is a whole number which is (x) not less than Five Two Million Dollars ($5,000,000.002,000,000.00) or, if in excess thereof, in integral whole number multiples and (y) a multiple of One Million Dollars ($1,000,000.00), and (iii) has not made a prepayment in excess thereof, the immediately preceding six (6) month period; and (iv) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of such Term Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable pro-rated Final Payment, and (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, and (D) the applicable Prepayment Fee with respect to the portion of such Term Loans being prepaid, and (E) a portion of any fee that would have otherwise been due pursuant to Section 2.2(d)(i). For the purposes of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis.

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay all, but not less than all, all or a portion of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans or a portion thereof at least ten thirty (1030) days prior to such prepayment, and (ii) (x) in the case of prepayment of the aggregate outstanding principal amount of the Term Loans, pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of of: (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, plus (B) the Final Payment, plus (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. amounts in accordance with Section 2.3(b), and (iiy) Notwithstanding anything herein to in the contrary, Borrower shall also have the option to prepay part case of prepayment of a portion of the Term Loans advanced by the Lenders under this AgreementLoans, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, (iii) prepays such part of the Term Loans in a denomination that is not less than Five Million Dollars ($5,000,000.00) or, if in excess thereof, in integral whole number multiples of One Million Dollars ($1,000,000.00) in excess thereof, and (iv) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of of: (A) all outstanding principal of the portion of outstanding principal of such the Term Loans being prepaid plus all accrued and unpaid interest thereon through the prepayment date, plus (B) the applicable Final PaymentPayment allocable to the portion of the Term Loans being prepaid , and plus (C) the Prepayment Fee in respect of the Term Loans being prepaid, plus (D) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, (D) amounts in accordance with Section 2.3(b). Partial prepayments of the applicable Prepayment Fee with respect to the portion of such Term Loans being prepaid, and (E) a portion of any fee that would have otherwise been due pursuant to Section 2.2(d)(i). For the purposes of clarity, any partial prepayment Final Payment payable in connection therewith shall be allocated and applied pro-pro rata to all among the outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basisLoans.

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this AgreementLoans, in whole or in part, which prepayments shall be paid to each Lender or Agent, as applicable, in accordance with its Pro Rata Share (other than with respect to Lender Expenses, which shall be paid to each Lender or Agent, as applicable, entitled thereto); provided Borrower (i) provides written notice to Collateral Agent and each Lender of its election to prepay the Term Loans at least ten (10) days Business Days prior to such prepayment, and (ii) (x) in the case of a prepayment of an entire Term Loan, pays to the Lenders each Lender or Agent, as applicable, on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of of: (A) all outstanding principal of the such Term Loans plus Loan and all other Obligations, and all accrued and unpaid interest thereon through the prepayment date, plus (B) the Final Payment, plus (C) the Prepayment Fee, plus (D) all other Obligations sums that are shall have become due and payablepayable to such Lender or Agent, as applicable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. (ii) Notwithstanding anything herein to the contrary, Borrower shall also have the option to prepay part of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, (iii) prepays such part of the Term Loans in a denomination that is not less than Five Million Dollars ($5,000,000.00) or, if in excess thereof, in integral whole number multiples of One Million Dollars ($1,000,000.00) in excess thereof, and (iv) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of such Term Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment, and (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, if any, and, (y) in the case of a prepayment of a portion of the Term Loans, pays to each Lender or Agent, as applicable, on the date of such prepayment, an amount equal to the sum of: (A) the amount of the outstanding principal of such Term Loan prepaid and all accrued interest thereon through the prepayment date, plus (B) the Partial Final Payment, plus (C) the Prepayment Fee, plus (D) all other sums that shall have become due and payable to such Lender or Agent, as applicable, including Lender Expenses and interest at the applicable Prepayment Fee Default Rate with respect to any past due amounts, if any. Borrower shall not make, and no Lender shall accept, any voluntary partial prepayment of any Term Loan on any date unless, concurrently therewith, Borrower shall make voluntary partial prepayments with respect to all of the portion of such respective Term Loans being prepaid, and (E) a portion of any fee that would have otherwise been due pursuant to Section 2.2(d)(i). For the purposes of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basisLender.

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten thirty (1030) days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) any unpaid facility fee, if applicable, plus (E) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. (ii) Notwithstanding anything herein to the contrary, Borrower shall also have the option to prepay part of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten thirty (1030) days prior to such prepayment, (iiiii) prepays such part of the Term Loans in a denomination that is not less than Five Two Million Dollars ($5,000,000.002,000,000.00) or, if in excess thereof, in integral whole number multiples of One Million Dollars ($1,000,000.00) in excess thereof, and (iviii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of such Term Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment, and (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, and (D) the applicable Prepayment Fee with respect to the portion of such Term Loans being prepaid; provided, and further however, that, unless the Lenders have provided their prior written consent to Borrower, which may be withheld in the Lenders’ sole discretion, Borrower shall not be permitted to make more than four (E4) a portion partial prepayments in any anniversary year of any fee that would have otherwise been due pursuant to Section 2.2(d)(i)the Term Loan. For the purposes of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis.

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. (ii) Notwithstanding anything herein to the contrary, Borrower shall also have the option to prepay part of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, (iiiii) prepays such part of the Term Loans in a denomination that is not less than a whole number multiple of Five Million Dollars ($5,000,000.00) or, if in excess thereof, in integral whole number multiples of One Million Dollars ($1,000,000.00) in excess thereof), and (iviii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of such Term Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final PaymentPayment with respect to the portion of such Term Loan being prepaid, and (C) all other Obligations that are then due and payable, including Lenders’ Expenses and Expenses, interest at the Default Rate with respect to any past due amounts, and the pro rata portion of any fees or expenses otherwise due upon the Maturity Date, and (D) the applicable Prepayment Fee with respect to the portion of such Term Loans being prepaid, and ; provided not more than four (E4) a portion voluntary partial prepayments shall be permitted during the term of any fee that would have otherwise been due pursuant to Section 2.2(d)(i)this Agreement. For the purposes of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis.

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days Business Days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts.. ​ (ii) Notwithstanding anything herein to the contrary, Borrower shall also have the option to prepay part of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days Business Days prior to such prepayment, (iiiii) prepays such part of the Term Loans in a denomination that is not less than Five Million Dollars ($5,000,000.00) or, if in excess thereof, in integral a whole number multiples multiple of One Million Dollars ($1,000,000.00) in excess thereof), and (iviii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the ​ ​ portion of outstanding principal of such Term Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final PaymentPayment with respect to to the portion of such Term Loans being prepaid, (C) the applicable Prepayment Fee with respect to the portion of such Term Loans being prepaid, and (CD) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, (D) the applicable Prepayment Fee with respect to the portion of such Term Loans being prepaid, and (E) a portion of any fee that would have otherwise been due pursuant to Section 2.2(d)(i). For the purposes of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis. (iii) Notwithstanding anything to the contrary contained in this Agreement, Borrower may rescind any notice of prepayment under clauses (i) and (ii) above if such prepayment would have resulted from a refinancing of all or a portion of the Term Loans, which refinancing or transaction shall not be consummated or shall otherwise be delayed. ​ (iv) Notwithstanding anything herein to the contrary promptly upon the Closing (as defined in the APA), Borrower shall make a payment of accrued and unpaid interest on the principal amount being prepaid pursuant to this Section 2.2(d)(iv) through the prepayment date, and shall make a payment in the aggregate amount of $40,000,000.00, which will be applied as a partial prepayment of principal of the Term Loans advanced by the Lenders under this Agreement in an amount of $36,697,247.71, plus the applicable Prepayment Fee with respect to such prepayment in an amount of $733,944.95, plus the applicable Final Payment on such principal amount being prepaid in the amount of $2,568,807.34. For the purposes of clarity, any of the prepayment made pursuant to this Section 2.2(d)(iv) shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis. For the purposes of clarification, the payment Obligations set forth in this Section 2.2(d)(iv) are required upon the occurrence of the Closing (as defined in the APA) and are not optional upon the occurrence of such contingencies, but such payment shall not be a mandatory payment as described in Section 2.2(c) and the Closing (as defined in the APA) and the related payment shall not constitute an acceleration of the Obligations or trigger a Default or Event of Default hereunder. 6. Section 13.1 of the Loan Agreement is hereby amended by adding the following definitions thereto in alphabetical order: ​

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. (ii) Notwithstanding anything herein to the contrary, on the Second Amendment Date, Borrower shall also have the option to prepay part of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, (iii) prepays such part paydown a portion of the Term Loans in a denomination that is not less than Five an amount equal to Twenty-Three Million Three Hundred Sixteen Thousand Eight Hundred Ninety-Four and 74/100 Dollars ($5,000,000.00) or, if in excess thereof, in integral whole number multiples of One Million Dollars ($1,000,000.00) in excess thereof, and (iv) pays to the Lenders on the date of such prepayment23,316,894.74), payable to each Lender in accordance with its respective Pro Rata Share, an which amount equal shall be used to the sum of prepay (A) a portion equal to Twenty-One Million Four Hundred Fifty Thousand Dollars ($21,450,000) of the portion of outstanding principal of such the Term Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment, and (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, (D) the applicable Prepayment Fee Payment with respect to the portion of such Term Loans being prepaid, plus (C) all outstanding Lenders’ Expenses as of the Second Amendment Date. (iii) Notwithstanding anything herein to the contrary, after the Second Amendment Date, Borrower may paydown portions of the Term Loans in amounts equal to not less than Five Hundred Thousand Dollars ($500,000), or to the extent such prepayment is made as a result of a sale of Released Equipment (as defined in that certain Second Amendment and Consent to Loan and Security Agreement dated as of the Second Amendment Date, by and among Borrower, Agent and Lenders, shall pay down the Term Loans in amounts equal to the net cash proceeds received by Borrower from such sale, in each case, payable to each Lender in accordance with its respective Pro Rata Share, which amount shall be used to prepay (EA) all or a portion of any fee that would have otherwise been due pursuant the outstanding principal of the Term Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment with respect to Section 2.2(d)(i)the portion of such Term Loans being prepaid, plus (C) all outstanding Lenders’ Expenses as of the prepayment date. For the purposes purpose of clarity, any such partial prepayment shall be applied pro-rata to all outstanding amounts under each the Term Loan, Loans and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis.” 4. Section 5.2(d) of the Loan Agreement is hereby amended and restated as follows:

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay all, but not less than all, all or a portion of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans or a portion thereof at least ten thirty (1030) days prior to such prepayment, and (ii) (x) in the case of a prepayment of the aggregate outstanding principal amount of the Term Loans, pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, plus (B) the Final Payment, plus (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. , and (iiy) Notwithstanding anything herein to in the contrary, Borrower shall also have the option to prepay part case of prepayment of a portion of the Term Loans advanced by the Lenders under this AgreementLoans, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, (iii) prepays such part of the Term Loans in a denomination that is not less than Five Million Dollars ($5,000,000.00) or, if in excess thereof, in integral whole number multiples of One Million Dollars ($1,000,000.00) in excess thereof, and (iv) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the portion of outstanding principal of such the Term Loans being prepaid, plus all accrued and unpaid interest thereon through the prepayment date, plus (B) the applicable Final PaymentPayment allocable to the portion of the Term Loans being prepaid, and plus (C) the Prepayment Fee in respect of the Terms Loans being prepaid, plus (D) all other Obligations that are then due and payable, including Lenders’ Lender’s Expenses and interest at the Default Rate with respect to any past due amounts, amounts in accordance with Section 2.3 (D) b). Partial prepayments of the applicable Prepayment Fee with respect to the portion of such Term Loans being prepaid, and (E) a portion of any fee that would have otherwise been due pursuant to Section 2.2(d)(i). For the purposes of clarity, any partial prepayment Final Payment payable in connection therewith shall be allocated and applied pro-pro rata to all among the outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basisLoans.

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days Business Days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. (ii) Notwithstanding anything herein to the contrary, Borrower shall also have the option to prepay part of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days Business Days prior to such prepayment, (iiiii) prepays such part of the Term Loans in a denomination that is not less than a whole number multiple of Five Million Dollars ($5,000,000.00) or, if in excess thereof, in integral whole number multiples of One Million Dollars ($1,000,000.00) in excess thereof), and (iviii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of such Term Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment, and (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, (D) the applicable Prepayment Fee with respect to the portion of such Term Loans being prepaid, and (E) a portion of any fee that would have otherwise been due pursuant to Section 2.2(d)(i). For the purposes of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis.under

Permitted Prepayment of Term Loans. (i) Borrower shall have the option (i) to prepay all, but not less than all, of the outstanding principal balance of the Term Loans advanced by the Lenders under this Agreement and (ii) to prepay, on not more than two occasions during the term of this Agreement, a portion of the outstanding principal balance of the Term Loans ratably to the Lenders in an aggregate amount (with respect to each such partial prepayment) of not less than 25% of the then outstanding principal amount of the Term Loans; provided that, in the case of any such prepayment made pursuant to clause (i) or (ii) of this Section 2.2(d), Borrower (ix) provides written notice to Collateral Agent and Lenders of its election to prepay the Term Loans at least ten five (105) days Business Days prior to such prepayment, and (iiy) pays to the Lenders on the date of such prepayment, payable to each Lender Collateral Agent for the benefit of the Lenders (or, if there are only one (1) or two (2) Lenders, Borrower shall make payment directly to such Lenders) in accordance with its their respective Pro Rata ShareShares, an amount equal to the sum of (A) all the outstanding principal amount of the Term Loans or portion(s) thereof being prepaid plus accrued and unpaid interest thereon through the prepayment date, (B) the Final PaymentFee, (C) the Prepayment FeePremium, plus (D) all other Obligations that are due and payablepayable on such prepayment date, including any Lenders’ Expenses and interest at the Default Rate (if any) with respect to any past due amounts. (ii) Notwithstanding anything herein to the contrary, Borrower shall also have the option to prepay part . Prepayments of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, (iii) prepays such part of the Term Loans in a denomination that is not less than Five Million Dollars ($5,000,000.00) or, if in excess thereof, in integral whole number multiples of One Million Dollars ($1,000,000.00) in excess thereof, and (iv) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of such Term Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment, and (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, (D) the applicable Prepayment Fee with respect to the portion of such Term Loans being prepaid, and (E) a portion of any fee that would have otherwise been due pursuant to Section 2.2(d)(i). For the purposes of clarity, any partial prepayment Loan shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each the Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basisin inverse order of maturity.

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days Business Days (or such shorter period as Collateral Agent may agree in its sole discretion) prior to such prepayment, and (ii) pays to the Lenders Collateral Agent, for the account of the Lenders, on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. (ii) Notwithstanding anything herein to the contrary, Borrower shall also have the option to prepay part of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days Business Days (or such shorter period as Collateral Agent may agree in its sole discretion) prior to such prepayment, (iiiii) prepays such part of the Term Loans in a denomination that is not less than a whole number multiple of Five Million Dollars ($5,000,000.00) or, if (or such lesser amount as is acceptable to Collateral Agent in excess thereof, in integral whole number multiples of One Million Dollars ($1,000,000.00) in excess thereofits sole discretion), and (iviii) pays to the Lenders Collateral Agent, for the account of the Lenders, on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of such Term Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment, and (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, (D) the applicable Prepayment Fee with respect to the portion of such Term Loans being prepaid, and (E) a portion of without duplication, any fee that would have otherwise been due required to be paid pursuant to Section 2.2(d)(i). For the purposes of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis.

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten thirty (1030) days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. (ii) Notwithstanding anything herein to the contrary, Borrower shall also have the option to prepay part of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten thirty (1030) days prior to such prepayment, (iiiii) prepays such part of the Term Loans in a denomination that is not less than Five Two Million Dollars ($5,000,000.002,000,000.00) or, if in excess thereof, in integral whole number multiples of One Million Dollars ($1,000,000.00) in excess thereof, and (iviii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of such Term Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment, and (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, (D) the applicable Prepayment Fee with respect to the portion of such Term Loans being prepaid, and (E) a portion of any fee that would have otherwise been due pursuant to Section 2.2(d)(i); provided, further however, that, unless the Lenders have provided their prior written consent to Borrower, which may be withheld in the Lenders’ sole discretion, Borrower shall not be permitted to make more than four (4) partial prepayments in any anniversary year of the Term Loan. For the purposes of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under each Term Loan, Loan and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis.

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay all, but not less than all, all of the outstanding principal balance of the Term Loans advanced by the Lenders under this Agreement, provided that, (x) if at such time the Last Reported Sale Price (as defined in the Secured Note) exceeds the Exchange Price, the Equity Payment Conditions are satisfied from the time notice is given of such prepayment until such prepayment is made, and (y) that Borrower (i) provides written notice to Collateral the Administrative Agent and each Lender of its election to prepay the Term Loans at least ten fifteen (1015) days Business Days prior to such prepayment, and (ii) pays to the Lenders Administrative Agent, for the account of the Lenders, on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment dateLoans, (B) to the Final extent not included in the Interest Make-Whole Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due any accrued and payableunpaid interest, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. (iiif any) Notwithstanding anything herein to the contrary, Borrower shall also have the option to prepay part of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, (iii) prepays such part of the Term Loans in a denomination that is not less than Five Million Dollars ($5,000,000.00) or, if in excess thereof, in integral whole number multiples of One Million Dollars ($1,000,000.00) in excess thereof, and (iv) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of such Term Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment, and (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, (C) the Interest Make-Whole Payment on all outstanding principal of the Term Loans, and (D) the applicable Prepayment Exit Fee with respect to on all outstanding principal of the portion of such Term Loans being prepaid, (iii) pays to each Lender all other Obligations that are due and payable to such Lender on such prepayment date, including any Lenders’ Expenses, owing to such Lender, and (Eiv) a portion of pays to the Administrative Agent and Collateral Agent, an amount equal to the sum of: (A) Lenders’ Expenses owing to the Administrative Agent and Collateral Agent, (B) Administrative Agent and Collateral Agent Fees, (C) Administrative Agent and Collateral Agent Expenses and (D) any fee other Obligations that would have otherwise been are due and payable to the Administrative Agent and Collateral Agent. Any prepayment made pursuant to this Section 2.2(d)(i2.2(d) must be made in lawful money of the United States and in immediately available funds and may not be made in Ordinary Shares, provided that, Holdings and the Borrower shall be permitted to repay Interest Make-Whole Payments in Ordinary Shares in the manner provided in the Secured Note. In the event that the Borrower elects to pay Interest Make-Whole Payments with Ordinary Shares, upon delivery of such Ordinary Shares to the Lender, the Borrower will provide the Administrative Agent with (y) written confirmation of (I) such delivery, and (II) the amount of Interest Make-Whole Payments that is deemed paid as a result of the delivery of the Ordinary Shares to the Lender, and (z) an irrevocable instruction to reflect on its books and records the payment of the amount of Interest Make-Whole Payments that is deemed paid as a result of the delivery of the Ordinary Shares to the Lender. If the Borrower determines the Equity Payment Conditions have not or are not expected to be satisfied in connection with any such prepayment pursuant to this Section 2.2(d). For , the purposes of clarity, any partial Borrower shall immediately notify the Administrative Agent and the Lenders that such prepayment shall not be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basismade.

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. (ii) Notwithstanding anything herein to the contrary, Borrower shall also have the option to prepay part of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, (iiiii) prepays such part of the Term Loans in a denomination that is not less than Five a whole number multiple of Four Million Dollars ($5,000,000.00) or, if in excess thereof, in integral whole number multiples of One Million Dollars ($1,000,000.00) in excess thereof4,000,000.00), and (iviii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of such Term Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment, and (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, and (D) the applicable Prepayment Fee with respect to the portion of such Term Loans being prepaid, and (E) a portion of any fee that would have otherwise been due pursuant to Section 2.2(d)(i). For the purposes of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis.

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days Business Days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, plus (C) the Prepayment Fee, plus (D) all other outstanding Obligations (other than inchoate indemnification obligations) that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. (ii) Notwithstanding anything herein to the contrary, after December 31, 2021 Borrower shall also have the option to prepay part of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice to Collateral Agent of its election to partially prepay the Term Loans at least ten (10) days Business Days prior to such prepayment, (iiiii) prepays such part of the Term Loans in a denomination that is not less than Five Million Dollars ($5,000,000.00) or, if in excess thereof, in integral whole number multiples of One Million Five Hundred Thousand Dollars ($1,000,000.00500,000.00) in excess thereof, and (iviii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of such Term Loans to be prepaid plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final PaymentPayment in respect of such prepayment, and (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, and (D) without duplication of any amounts described in the applicable Prepayment Fee with respect to the portion of such Term Loans being prepaidforegoing clauses (A) through (C), and (E) a prorated portion of any fee that would have otherwise been due pursuant to upon a prepayment of all Term Loans in whole under Section 2.2(d)(i); provided that the obligation to pay Collateral Agent and Lenders such fee arose prior to a partial prepayment made hereunder. For the purposes of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis; provided, further however, that, unless the Lenders have provided their prior written consent to Borrower, which may be withheld in the Lenders’ sole discretion, Borrower shall not be permitted to make more than one (1) partial prepayment.

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten fifteen (1015) days prior to such prepaymentprepayment (or such shorter period as the Collateral Agent may consent to in its reasonable discretion), and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. Any notice of prepayment provided under this Section 2.2(d)(i) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked or extended by Borrower (by written notice to Collateral Agent on or prior to the specified prepayment date) if such condition is not satisfied. (ii) Notwithstanding anything herein to the contrary, upon the earlier of (A) the date that is five (5) Business Days after Borrower has entered into the definitive documents for the Proposed Transaction (such definitive documents to be subject to review and approval by Collateral Agent and the Required Lenders) and (B) the date that is five (5) Business Days after Borrower has received any cash proceeds from the closing of a business development or financing transaction entered into by Borrower after the Second Amendment Effective Date, Borrower shall also have the option to prepay part a portion of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, (iii) prepays such part of the Term Loans in a denomination that is not less than Five Million Dollars ($5,000,000.00) or, if in excess thereof, in integral whole number multiples of One Million Dollars ($1,000,000.00) in excess thereof, and (iv) pays to the Lenders on the date of such prepaymentTerms Loans, payable to each Lender in accordance with its respective Pro Rata Share, in an amount (such amount, the “Paydown Amount”) equal to the sum of (A1) the portion Five Million Dollars ($5,000,000.00) of outstanding principal of such Term Loans Loans, plus all accrued and by unpaid interest thereon through the prepayment date, (B2) the applicable portion of the Final PaymentPayment due in connection with the Term Loans being prepaid, and (C3) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, (D4) the applicable portion of the Prepayment Fee due in connection with respect to the portion of such Term Loans being prepaid, and (E5) a the applicable portion of any fee that would have otherwise been due pursuant to Section 2.2(d)(i). For the purposes of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis. Until the Paydown Amount has been paid, Borrower shall provide Collateral Agent with written notice of the closing of any business development or financing transaction within one (1) Business Day after entering into such transaction.”

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days Business Days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an [***] Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, any earned Unused Term Loan Commitment Fees plus (D) all other outstanding Obligations (other than inchoate indemnification obligations) that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. (ii) Notwithstanding anything herein to the contrary, after August 31, 2024 Borrower shall also have the option to prepay part of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice to Collateral Agent of its election to partially prepay the Term Loans at least ten (10) days Business Days prior to such prepayment, (iiiii) prepays such part of the Term Loans in a denomination that is not less than Five Million Dollars ($5,000,000.00) or, if in excess thereof, in integral whole number multiples of One Million Five Hundred Thousand Dollars ($1,000,000.00500,000.00) in excess thereof, and (iviii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of such Term Loans to be prepaid plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final PaymentPayment in respect of such prepayment, and (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, and (D) without duplication of any amounts described in the applicable Prepayment Fee with respect to the portion of such Term Loans being prepaidforegoing clauses (A) through (C), and (E) a prorated portion of any fee that would have otherwise been due pursuant to upon a prepayment of all Term Loans in whole under Section 2.2(d)(i); provided that the obligation to pay Collateral Agent and Lenders such fee arose prior to a partial prepayment made hereunder. For the purposes of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis; provided, further however, that, unless the Lenders have provided their prior written consent to Borrower, which may be withheld in the Lenders’ sole discretion, Borrower shall not be permitted to make more than one (1) partial prepayment.

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten thirty (1030) days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment FeeFee (subject to the provisions of subsection (ii) hereof), plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. (ii) Notwithstanding anything herein to the contrarycontrary in this Agreement, if a reduced Prepayment Fee is paid in connection with a Prepayment Fee Reduction Event as set forth in the definition of “Prepayment Fee” herein and Borrower shall also have fails to provide evidence satisfactory to Collateral Agent of the option to prepay part consummation of the Prepayment Fee Reduction Event within thirty (30) days following the repayment of the Term Loans advanced by the Lenders under this Agreement, provided Borrower and other Obligations in accordance with subsection (i) above, the Prepayment Fee shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, (iii) prepays such part of the Term Loans in a denomination that is not less than Five Million Dollars ($5,000,000.00) or, if in excess thereof, in integral whole number multiples of One Million Dollars ($1,000,000.00) in excess thereof, and (iv) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of such Term Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment, and (C) all other Obligations that are then immediately become due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, (D) the applicable Prepayment Fee with respect to the portion of payable in such Term Loans being prepaid, and (E) a portion of any fee that amount as it would have otherwise been due pursuant to and payable at the time of such repayment of the Term Loans and other Obligations. The agreements and obligations of Borrower contained in this Section 2.2(d)(i). For 2.2(d)(ii) shall survive the purposes termination of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basisthis Agreement.

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay all, but not less than allall (other than as set forth on the immediately following paragraph), of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten thirty (1030) days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. (ii) Notwithstanding . Furthermore, notwithstanding anything herein to the contrary, Borrower shall also have pay to the option Lenders via wire transfer to an account directed by Collateral Agent, an amount of Five Million Dollars ($5,000,000) (the amount so paid by Borrower, the “First Permitted Prepayment”) on or before December 28, 2022, which will be used to (1) prepay part $4,739,336.49 of the principal amount of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) shall make no more than two the Loan Agreement and (2) prepayments during pay the life applicable Final Payment in an amount of this Agreement, (ii) provides written notice of its election to prepay the Term Loans at least ten (10) days prior $260,663.51 with respect to such prepayment, (iii) prepays such part prepayment of a portion of the outstanding principal amount of the Term Loans in a denomination that is not less than Five Million Dollars ($5,000,000.00) or, if in excess thereof, in integral whole number multiples of One Million Dollars ($1,000,000.00) in excess thereof, and (iv) pays Loans. In addition to the Lenders First Permitted Prepayment, at the time of making the First Permitted Prepayment, Borrower shall also pay to the Lenders, the entire amount of interest accrued but unpaid on the date amount of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an the principal amount equal to the sum of (A) the portion of outstanding principal of such Term Loans plus all accrued being prepaid at such time and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment, and (C) pay all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, (D) the applicable Expenses. No Prepayment Fee shall be due with respect to the portion $4,739,336.49 of such principal amount of Term Loans being prepaid, and (E) a portion of any fee that would have otherwise been due prepaid pursuant to Section 2.2(d)(i)this paragraph. For the purposes avoidance of claritydoubt, any partial prepayment the parties hereby agree that violation of the provisions of this paragraph by Borrower shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments constitute an Event of Default under Section 2.2(b) 8.1(a). Anything herein to the contrary notwithstanding, Borrower’ failure to make First Permitted Prepayment on a pro-rata basisor before December 28, 2022, shall constitute an immediate Event of Default under this Agreement. 6. The Loan Agreement is hereby amended by adding the following Section 4.3 thereto:

Permitted Prepayment of Term Loans. (i) Borrower Borrowers shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders Bank under this Agreement, provided Borrower Borrowers (i) provides provide written notice to Collateral Agent Bank of its their election to prepay the Term Loans at least ten (10) days Business Days prior to such prepayment, and (ii) pays pay to the Lenders Bank on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, prepayment an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Term Loan Final Payment, (C) if applicable, the Term Loan Prepayment Fee, plus (D) all other Obligations sums, that are shall have become due and payablepayable hereunder with respect to the Term Loans, including Lenders’ Expenses Bank Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Prior to the last day of the Draw Period, Borrowers shall have the option to terminate the Bank’s commitment to make Term Loans, provided Borrowers (i) provide written notice to Bank of their election to terminate such commitment at least ten (10) Business Days prior to the termination date, and (ii) pay to Bank on the date of such termination an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued interest thereon through the termination date, (B) the Term Loan Final Payment, (C) if applicable, the Term Loan Prepayment Fee, plus (D) all other sums, that shall have become due and payable hereunder with respect to the Term Loans, including Bank Expenses, if any, and interest at the Default Rate with respect to any past due amounts. (ii) Notwithstanding anything herein to the contrary, Borrower shall also have the option to prepay part of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, (iii) prepays such part of the Term Loans in a denomination that is not less than Five Million Dollars ($5,000,000.00) or, if in excess thereof, in integral whole number multiples of One Million Dollars ($1,000,000.00) in excess thereof, and (iv) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of such Term Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment, and (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, (D) the applicable Prepayment Fee with respect to the portion of such Term Loans being prepaid, and (E) a portion of any fee that would have otherwise been due pursuant to Section 2.2(d)(i). For the purposes of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis.

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) [ * ] days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. (ii) Notwithstanding anything herein to the contrary, Borrower shall also have the option to prepay part of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) [ * ] days prior to such prepayment, (iiiii) prepays such part any [ * ] shall be [ * ] of the Term Loans in a denomination that is not less than Five Million Dollars ($5,000,000.00x) or, if in excess thereof, in integral whole number multiples of One Million Dollars [ * ] and ($1,000,000.00y) in excess thereof[ * ], and (iviii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of such Term Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment, and (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, and (D) the applicable Prepayment Fee with respect to the portion of such Term Loans being prepaid, and (E) a portion of any fee that would have otherwise been due pursuant to Section 2.2(d)(i). For the purposes of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis.

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. (ii) Notwithstanding anything herein to the contrary, Borrower shall also have the option to prepay prepay, once in any given three month period, part of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, (iiiii) prepays such part of the Term Loans in a denomination that is an amount not less than Five Two Million Dollars ($5,000,000.00) or, if in excess thereof, in integral whole number multiples of One Million Dollars ($1,000,000.00) in excess thereof2,000,000.00), and (iviii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of such Term Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment, and (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, and (D) the applicable Prepayment Fee with respect to the portion of such Term Loans being prepaid, and (E) a portion of any fee that would have otherwise been due pursuant to Section 2.2(d)(i). For the purposes of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis. For the avoidance of doubt, Borrower may make one or more partial prepayments prior to the Maturity Date.

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this AgreementAgreement at any time, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten thirty (1030) days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. (ii) Notwithstanding anything herein Prior to the contraryAmortization Date, Borrower shall also have the option to prepay part of the any Term Loans Loan advanced by the Lenders under this Agreement, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten thirty (1030) days prior to such prepayment, (iiiii) prepays such part of the Term Loans Loan in a denomination that is not less than Five Million Dollars ($5,000,000.00) or, if in excess thereof, in integral a whole number multiples multiple of One Million Dollars ($1,000,000.00) in excess thereof1,000,000), and (iviii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of such Term Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment, and (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, and (D) if Borrower is prepaying the applicable entire principal outstanding balance of all the Term Loans, the Prepayment Fee with respect to the portion of such Term Loans being prepaid, and (E) a portion of any fee that would have otherwise been due pursuant to Section 2.2(d)(i). For the purposes of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basisFee.

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten five (105) days prior to such prepayment, (it being understood and agreed that such written notice may be revoked if an anticipated refinancing or other anticipated external event does not occur on the date expected therefor), and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, if any, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. (ii) Notwithstanding anything herein to the contrary, Borrower shall also have the option to prepay part of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, (iiiii) prepays such part of the Term Loans in a denomination that is not less than Five Million a whole number multiple of Four Millions Dollars ($5,000,000.004,000,000.00) or, if in excess thereof, in integral whole number multiples of One Million Dollars ($1,000,000.00) in excess thereof, and (iviii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of such Term Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment, and (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, and (D) the applicable Prepayment Fee with respect to the portion of such Term Loans being prepaid, and (E) a portion of any fee that would have otherwise been due pursuant to Section 2.2(d)(i). For the purposes of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis.”

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay at any time all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days Business Days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, plus (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. (ii) Notwithstanding anything herein to the contrary, Borrower shall also have the option to prepay at any time part of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days Business Days prior to such prepayment, (iiiii) prepays such part of the Term Loans in a denomination that is not less than a whole number multiple of Five Million Hundred Thousand Dollars ($5,000,000.00500,000.00) or, if in excess thereof, in integral whole number multiples of One Million Dollars ($1,000,000.00) in excess thereofor the amounts set for the below with respect to the First Extension Prepayment and the Second Extension Prepayment, and (iviii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of such Term Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment, and (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, (D) the applicable Prepayment Fee with respect to the portion of such Term Loans being prepaid, and (E) a portion of any fee that would have otherwise been due pursuant to Section 2.2(d)(i). For the purposes of clarity, any partial prepayment (including, without limitation, any partial prepayment made as part of the First Extension Prepayment or Second Extension Prepayment) shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis. If on or before December 31, 2024, Borrower makes a single prepayment in the aggregate amount of Five Million Dollars ($5,000,000.00) (“First Extension Prepayment”) pursuant to this Section 2.2(d)(ii), after having made the First Mandatory Prepayment and Second Mandatory Prepayment, such prepayment will be applied as follows: (i) partial prepayment of the outstanding principal amount of Term Loans in an amount equal to $4,672,897.20, (ii) and the Final Payment in the amount of $327,102.80 with respect to such principal amount being prepaid. At the time of making the First Extension Prepayment, Borrower shall also pay the accrued and unpaid interest with respect to the principal amount being prepaid as part of the First Extension Prepayment. If on or before June 30, 2025, Borrower makes a single prepayment in the aggregate amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00) (“Second Extension Prepayment”) pursuant to this Section 2.2(d)(ii), after having made the First Mandatory Prepayment, the Second Mandatory Prepayment and the First Extension Prepayment, such prepayment will be applied as follows: (i) partial prepayment of the outstanding principal amount of Term Loans in an amount equal to $2,336,448.60, (ii) and the Final Payment in the amount of $163,551.40 with respect to such principal amount being prepaid. At the time of making the Second Extension Prepayment, Borrower shall also pay the accrued and unpaid interest with respect to the principal amount being prepaid as part of Second Extension Prepayment. (iii) Notwithstanding anything to the contrary contained in this Agreement, Borrower may rescind any notice of prepayment if such prepayment would have resulted from a refinancing of all or a portion of the Term Loans, which refinancing or transaction shall not be consummated or shall otherwise be delayed. 5. Section 2.5(d) of the Loan Agreement is hereby amended and restated as follows:

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. (ii) Notwithstanding anything herein to the contrary, Borrower shall also have the option to prepay part of the Term Loans advanced by the Lenders under this AgreementAgreement on or before November 1, 2018, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, (iiiii) prepays such part of the Term Loans in a denomination that is not less than Five as would reduce the aggregate principal amount of the Term Loans then outstanding to Ten Million Dollars ($5,000,000.0010,000,000.00) or, if in excess thereof, in integral whole number multiples of One Million Dollars ($1,000,000.00) in excess thereofor less, and (iviii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of such Term Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment, and and (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, (D) the applicable Prepayment Fee with respect to the portion of such Term Loans being prepaid, and (E) a portion of any fee that would have otherwise been due pursuant to Section 2.2(d)(i). For the purposes of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis. 5. Section 2.5 of the Loan Agreement is hereby amended by deleting the word “and” immediately following Section 2.5(f), replacing “.” at the end of Section 2.5(f) with “; and” and adding Section 2.5(g) thereto as follows:

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. (ii) Notwithstanding anything herein to the contrary, Borrower shall also have the option to prepay part of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, (iiiii) prepays such part of the Term Loans in a denomination that is not less than Five Million Dollars ($5,000,000.00) or, if in excess thereof, in integral a whole number multiples multiple of One Million Dollars ($1,000,000.00) in excess thereof), and (iviii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of such Term Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment, and (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, and (D) the applicable Prepayment Fee with respect to the portion of such Term Loans being prepaid, and (E) a portion of any fee that would have otherwise been due pursuant to Section 2.2(d)(i). For the purposes of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis.

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days prior to such prepaymentprepayment (which notice may be conditioned upon the consummation of a financing or other events and may be revoked by Borrower in writing if such condition has not or will not occur on the proposed prepayment date), and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, (D) the Contingency Fee (if any), plus (DE) all other Obligations that are due and payable, including LendersXxxxxxx’ Expenses and interest at the Default Rate with respect to any past due amounts. (ii) Notwithstanding anything herein to the contrary, Borrower shall also have the option to prepay part of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days prior to such prepaymentprepayment (which notice may be conditioned upon the consummation of a financing or other events and may be revoked by Borrower in writing if such condition has not or will not occur on the proposed prepayment date), (iiiii) prepays such part of the Term Loans in a denomination that is not less than Five a whole number multiple of Ten Million Dollars ($5,000,000.00) or, if in excess thereof, in integral whole number multiples of One Million Dollars ($1,000,000.00) in excess thereof10,000,000.00), and (iviii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of such Term Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment, and (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, (D) the applicable Prepayment Fee with respect to the portion of such Term Loans being prepaid, and (E) a portion of the Contingency Fee (if any), and (F) without duplication, any fee that would have otherwise been due pursuant to Section 2.2(d)(i). For the purposes of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis.”

Permitted Prepayment of Term Loans. (i) Borrower shall have the option at any time to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. (ii) Notwithstanding anything herein to the contrary, Borrower shall also have the option to prepay part of the Term Loans advanced by the Lenders under this AgreementAgreement at any time, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, (iii) prepays such part of the Term Loans in a denomination that is not less than Five Ten Million Dollars ($5,000,000.0010,000,000.00) or, if in excess thereof, in integral whole number multiples of One Million Dollars ($1,000,000.00) in excess thereof), and (iv) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of such Term Loans plus all accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Payment, and (C) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, (D) the applicable Prepayment Fee with respect to the portion of such Term Loans being prepaid, and (E) a portion of any fee that would have otherwise been due pursuant to Section 2.2(d)(i). For the purposes of clarity, any partial prepayment shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis.

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten thirty (1030) days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans prepaid on such prepayment date plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) if the Borrower has elected not to draw the full amount of the Term B Loans prior to such prepayment date, the Non-Utilization Fee, (D) the Prepayment Fee, plus (DE) all other outstanding Obligations that are then due and payable, including LendersXxxxxxx’ Expenses and interest at the Default Rate with respect to any past due amounts. (ii) Notwithstanding anything herein to the contrary, on March 15, 2024 (the “Paydown Date”) Borrower shall also have the option to prepay part a portion of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) shall make no more than two (2) prepayments during the life of this Agreement, (ii) provides written notice of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, (iii) prepays such part of the Term Loans in a denomination that is not less than Five Million Dollars ($5,000,000.00) or, if in excess thereof, in integral whole number multiples of One Million Dollars ($1,000,000.00) in excess thereof, and (iv) pays to the Lenders on the date of such prepaymentTerms Loans, payable to each Lender in accordance with its respective Pro Rata Share, in an amount (such amount, the “Paydown Amount”) equal to the sum of (A1) the portion Five Million Dollars ($5,000,000.00) of outstanding principal of such Term Loans Loans, plus Twenty-Seven Thousand Nine Hundred Sixteen and 50/100 Dollars ($27,916.50) of all accrued and but unpaid interest thereon through the prepayment date, (B2) Two Hundred Fifty Thousand Dollars ($250,000.00) of the applicable portion of the Final PaymentPayment due in connection with the Term Loans being prepaid via the Paydown Amount, and (C3) all other Obligations outstanding Lenders’ Expenses that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, (D) the applicable Prepayment Fee with respect to the portion of such Term Loans being prepaid, and (E) a portion of any fee that would have otherwise been due pursuant to Section 2.2(d)(i). For the purposes of clarity, (x) any partial prepayment shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basisbasis and (y) the Lenders agree to waive the applicable portion of the Prepayment Fee due in connection with the Term Loans being prepaid via the Paydown Amount.”