Common use of Permitted Prepayment of Term Loans Clause in Contracts

Permitted Prepayment of Term Loans. Borrower shall have the option to prepay not less than Two Million Five Hundred Thousand Dollars ($2,500,000) of the outstanding principal balance 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 five (5) Business Days prior to such prepayment, which notice shall specify the amount to be prepaid, 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) the outstanding principal of the Term Loans (or, if so specified in the written notice, a lesser amount not less than Two Million Five Hundred Thousand Dollars ($2,500,000) of the outstanding principal balance of the Term Loans) plus accrued and unpaid interest thereon through the prepayment date, (B) any fees payable under the Fee Letter, the Fifth Amendment Exit Fee Letter, the Exit Fee Letter, or under Section 2.4 hereof as a result of such prepayment, (C) the Prepayment Premium, plus (D) all other Obligations that are due and payable on such prepayment date, including any Lenders’ Expenses and interest at the Default Rate (if any) with respect to any past-due amounts.

Permitted Prepayment of Term Loans. Borrower shall have the option to prepay not less than Two Million Five Hundred Thousand Dollars ($2,500,000) any portion of the outstanding principal balance of the Term Loans advanced by the Lenders under this Agreement; in minimum increments of Five Million Dollars ($5,000,000.00), provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least five (5) Business Days prior to such prepayment, which notice shall specify the amount to be prepaid, 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) the outstanding principal of the Term Loans (or, if so specified in the written notice, a lesser amount not less than Two Million Five Hundred Thousand Dollars ($2,500,000or portion(s) of the outstanding principal balance of the Term Loans) thereof being prepaid plus accrued and unpaid interest thereon through the prepayment date, (B) any fees payable under the Fee Letter, the Fifth Amendment Exit Fee Letter, the Exit Fee Letter, or under Section 2.4 hereof as a result Letter by reason of such prepayment, (C) the Prepayment Premium, plus (D) all other Obligations that are due and payable on such prepayment date, including any Lenders’ Expenses and interest at the Default Rate (if any) with respect to any past-past due amounts.. 20

Permitted Prepayment of Term Loans. Borrower shall have the option to prepay not less than Two Million Five Hundred Thousand Dollars ($2,500,000) of the outstanding principal balance of either the Term A Loans or the Term B Loans advanced by the Lenders under this Agreement, provided Borrower (i) prepays in full all of such Term A Loans or such Term B Loans, as applicable, (ii) provides written notice to Collateral Agent of its election to prepay the such Term Loans at least five ten (510) Business Days days prior to such prepayment, which notice shall specify the amount to be prepaid, and (iiiii) 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 all outstanding principal of the applicable Term Loans (or, if so specified in the written notice, a lesser amount not less than Two Million Five Hundred Thousand Dollars ($2,500,000) of the outstanding principal balance of the Term Loans) plus accrued and unpaid interest thereon through the prepayment date, (B) any fees payable under the Fee Letter, Final Payment for the Fifth Amendment Exit Fee Letter, the Exit Fee Letter, or under Section 2.4 hereof as a result of such prepaymentapplicable Term Loans, (C) the Prepayment PremiumFee, plus (D) all other Obligations that are due and payable on such prepayment datepayable, including any Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. The Lenders hereby agree to waive (if anyi) the Prepayment Fee (as defined in the Original Loan Agreement) with respect to any pastthe Original Term A Loans owed under the Original Loan Agreement and (ii) the WEST\281916571.5 2 Non-due amountsUtilization Fee (as defined in the Original Loan Agreement) owed under the Original Loan Agreement (but, for purposes of clarity, such waiver shall not apply to the Non-Utilization Fee set forth in this Agreement if the conditions set forth in the defined term Non-Utilization Fee are met).

Permitted Prepayment of Term Loans. Borrower shall have the option to prepay not less than Two Ten Million Five Hundred Thousand Dollars ($2,500,00010,000,000) of the outstanding principal balance 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 five (5) Business Days prior to such prepayment, which notice shall specify the amount to be prepaid, 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) the outstanding principal of the Term Loans (or, if so specified in the written notice, a lesser amount not less than Two Ten Million Five Hundred Thousand Dollars ($2,500,00010,000,000) of the outstanding principal balance of the Term Loans) plus accrued and unpaid interest thereon through the prepayment date, (B) any fees payable under the Fee Letter, the Fifth Amendment Exit Fee Letter, the Exit Fee Letter, or under Section 2.4 hereof Letter as a result of such prepayment, (C) the Prepayment Premium, plus (D) all other Obligations that are due and payable on such prepayment date, including any Lenders’ Expenses and interest at the Default Rate (if any) with respect to any past-due amounts.

Permitted Prepayment of Term Loans. Borrower shall have the option (i) to prepay all, but not less than Two Million Five Hundred Thousand Dollars ($2,500,000) all, of the outstanding principal balance of the Term Loans advanced by the Lenders under this Agreement, and (ii) to prepay a portion of the outstanding principal balance of the Term Loans ratably to the Lenders in amounts of not less than One Million Dollars ($1,000,000.00) per prepayment, provided that, in the case of any such prepayment made pursuant to clause (i) or (ii) of this Section 2.2(d), Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least five (5) Business Days prior to such prepayment, which notice shall specify the amount to be prepaid, and (ii) 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) the outstanding principal of the Term Loans (or, if so specified in the written notice, a lesser amount not less than Two Million Five Hundred Thousand Dollars ($2,500,000) of the outstanding principal balance of the Term Loans) plus accrued and unpaid interest thereon through the prepayment date, (B) any fees payable under the Fee Letter, the Fifth Amendment Exit Fee Letter, the Exit Fee Letter, or under Section 2.4 hereof as a result of such prepaymentFinal Fee, (C) the Prepayment Premium, plus (D) all other Obligations that are due and payable on such prepayment date, including any Lenders’ Expenses and interest at the Default Rate (if any) with respect to any past-past due amounts. Prepayments of the Term Loan shall be applied to the Term Loan in inverse order of maturity.

Permitted Prepayment of Term Loans. Borrower shall have the option to prepay not less than Two Million Five Hundred Thousand Dollars all or any permitted part ($2,500,000as described below) of the outstanding principal balance 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 any permitted portion thereof) at least five thirty (530) Business Days days prior to such prepayment, which notice shall specify the amount to be prepaid, 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) the all outstanding principal of the Term Loans (or, if so specified in the written notice, a lesser amount not less than Two Million Five Hundred Thousand Dollars ($2,500,000) of the outstanding principal balance of the Term Loans) being prepaid plus accrued and but unpaid interest thereon through the prepayment date, (B) the accrued portion of the Final Payment with respect to any fees payable under the Fee Letter, the Fifth Amendment Exit Fee Letter, the Exit Fee Letter, or under Section 2.4 hereof as a result of such prepaymentamounts prepaid, (C) the Prepayment PremiumFee, plus (D) all other Obligations sums, that are shall have become due and payable on such prepayment datebut have not been paid, including any Lenders’ Expenses Expenses, if any, and interest at the Default Rate (if any) with respect to any past-past due amounts. Any partial prepayment shall be in minimum increments of Two Million Five Hundred Thousand Dollars ($2,500,000); Borrower shall make no more than two (2) partial prepayments during the term of this Agreement; and Lenders shall apply the proceeds of any prepayment in any order and manner as Lenders determine, in their sole discretion.

Permitted Prepayment of Term Loans. Borrower shall have the option to prepay not less than Two Ten Million Five Hundred Thousand Dollars ($2,500,00010,000,000) of the outstanding principal balance 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 five (5) Business Days prior to such prepayment, which notice shall specify the amount to be prepaid, 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) the outstanding principal of the Term Loans (or, if so specified in the written notice, a lesser amount not less than Two Ten Million Five Hundred Thousand Dollars ($2,500,00010,000,000) of the outstanding principal balance of the Term Loans) plus accrued and unpaid interest thereon through the prepayment date, (B) any fees payable under the Fee Letter, the Fifth Amendment Exit Fee Letter, the Exit Fee Letter, or under Section 2.4 hereof as a result of such prepaymentFinal Fee, (C) the Prepayment Premium, plus (D) all other Obligations that are due and payable on such prepayment date, including any Lenders’ Expenses and interest at the Default Rate (if any) with respect to any past-due amounts.

Permitted Prepayment of Term Loans. Borrower shall have the option to prepay all, but not less than Two Million Five Hundred Thousand Dollars ($2,500,000) all of the outstanding principal balance 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 five (5) Business Days prior to such prepayment, which notice shall specify the amount to be prepaid, and (ii) 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) the outstanding principal of the Term Loans (or, if so specified in the written notice, a lesser amount not less than Two Million Five Hundred Thousand Dollars ($2,500,000) of the outstanding principal balance of the Term Loans) plus accrued and unpaid interest thereon through the prepayment date, (B) any fees payable under the Fee Letter, the Fifth Amendment Exit Fee Letter, the Exit Fee Letter, or under Section 2.4 hereof as a result of such prepaymentFinal Fee, (C) the Prepayment Premium, plus (D) all other Obligations that are due and payable on such prepayment date, including any Lenders’ Expenses and interest at the Default Rate (if any) with respect to any past-past due amounts.

Permitted Prepayment of Term Loans. Borrower shall have the option to prepay not less than Two Million Five Hundred Thousand Dollars ($2,500,000) of the outstanding principal balance all or any portion of the Term Loans Loans, advanced by the Lenders under this Agreement, provided (I) Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least five (5) Business Days [ * ] days prior to such prepayment, which notice shall specify the amount to be prepaid, 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) the all outstanding principal of the Term Loans (or, if so specified in the written notice, a lesser amount not less than Two Million Five Hundred Thousand Dollars ($2,500,000) of the outstanding principal balance of the Term Loans) prepaid plus accrued and unpaid interest thereon through the prepayment date, (B) any fees payable under the Fee Letter, pro rata portion of the Fifth Amendment Exit Fee Letter, Final Payment applicable to the Exit Fee Letter, or under Section 2.4 hereof as a result of such prepaymentprepaid Term Loans, (C) the pro rata portion of the Prepayment PremiumFee applicable to the prepaid Term Loans, plus (D) all other outstanding Obligations that are due and payable on such prepayment datepayable, including any Lenders’ Expenses and interest at the Default Rate (if any) with respect to any past-past due amounts; and (II) any partial prepayment shall be in an amount of at least the lesser of (x) Five Million Dollars ($5,000,000.00) and (y) one-third (1/3) of the then-outstanding principal balance of the Term Loans.