Common use of Permitted Redemption Clause in Contracts

Permitted Redemption. (i) The Borrower may at any time after January 1, 2022, at its option, elect to pay to the Agent, on behalf of the Holders, the Permitted Redemption Amount (as defined below), on the Permitted Redemption Date, by redeeming the aggregate unpaid principal amount of all Notes, in whole (and not in part), whereupon the Commitments of each Lender shall automatically and permanently be terminated (the “Permitted Redemption”); provided that, a Permitted Redemption may occur prior to January 1, 2022 only in connection with an M&A Event. The Borrower may not, at any time, redeem the Notes in part. On or prior to the date which is the thirtieth (30th) calendar day prior to the proposed Permitted Redemption Date, the Borrower shall deliver written notice (the “Permitted Redemption Notice”) to the Agent stating (i) that the Borrower elects to redeem pursuant to the Permitted Redemption and (ii) the proposed Permitted Redemption Date. The “Permitted Redemption Amount” shall be equal to (A) the aggregate unpaid outstanding principal amount of all Notes, (B) all accrued and unpaid interest with respect to such principal amount and all accrued and unpaid fees, (C) all accrued and unpaid Late Charges with respect to such Permitted Redemption Amount, (D) the Prepayment Premium and (E) all other amounts due under the Transaction Documents. The Credit Parties acknowledge and agree that the Prepayment Premium represents bargained for consideration in exchange for the right and privilege to redeem the Notes.

Permitted Redemption. (i) The Borrower may at At any time on or after January 1the Closing Date, 2022but subject to Section 8.31, the Companies may, at its their option, elect to pay to the Agent, on behalf Holders of the Holders, Revolving Notes the Permitted Revolving Redemption Amount (as defined below), on the Permitted Redemption Date, by redeeming the aggregate unpaid principal amount of all any Revolving Notes, in whole or in part (and not but in partminimum increments of Two Hundred Fifty Thousand Dollars ($250,000)), whereupon the Commitments of each Lender shall automatically and permanently be terminated (the a “Permitted Redemption”); provided thatprovided, that no Company has knowledge that an Event of Default (including, but not limited to a Change of Control) exists or will exist on the date of the Permitted Redemption may occur prior to January 1, 2022 only in connection with an M&A Event. The Borrower may not, at any time, redeem the Notes in partRedemption. On or prior to the date which is the thirtieth sixth (30th6th) calendar day Business Day prior to the proposed applicable Permitted Redemption Date, the Borrower Companies shall deliver written notice (the each, a “Permitted Redemption Notice”) to the Agent Holders stating (i) that the Borrower elects amount which the Companies elect to redeem pursuant to a Permitted Revolving Redemption (the Permitted Redemption and (ii) the proposed Permitted Redemption Date. The “Permitted Revolving Redemption Amount” ”), which Permitted Revolving Redemption Amount shall be equal to (A) the aggregate unpaid outstanding principal amount of all Notesthe applicable Revolving Notes being redeemed, (B) all together with accrued and unpaid interest Interest with respect to such the principal amount being redeemed and all accrued and unpaid fees, (C) all accrued and unpaid Late Charges with respect to such Permitted Revolving Redemption Amount and (ii) the Permitted Redemption Date. (ii) At any time on or after the nine (9) month anniversary of the issuance of any Acquisition Notes, but subject to Section 8.31, the Companies may, at their option, elect to pay to the Holders of such Acquisition Notes the Permitted Acquisition Redemption Amount (as defined below), by making a Permitted Redemption; provided, that such Permitted Redemption occurs prior to the maturity of the applicable Notes and no Company has knowledge that an Event of Default (including, but not limited to a Change of Control) exists or will exist on the date of the Permitted Redemption. On or prior to the date which is the sixth (6th) Business Day prior to the applicable Permitted Redemption Date, the Companies shall deliver a Permitted Redemption Notice to the Holders stating (i) the amount which the Companies elect to redeem pursuant to a Permitted Redemption (the “Permitted Acquisition Redemption Amount”), which Permitted Acquisition Redemption Amount shall be equal to Acquisition Redemption Premium, together with accrued and unpaid Interest with respect to the principal amount being redeemed and accrued and unpaid Late Charges with respect to such principal and Interest and (ii) the Permitted Redemption Date. (iii) Each Permitted Redemption Notice delivered pursuant to this subsection shall be irrevocable. If the Companies elect to redeem pursuant to a Permitted Redemption under Section 2.3(a), then the Permitted Revolving Redemption Amount or the Permitted Acquisition Redemption Amount, (D) as applicable, which is to be paid to the Prepayment Premium Holders on the applicable Permitted Redemption Date shall be redeemed by the Companies on such Permitted Redemption Date, and (E) all other amounts due under the Transaction Documents. The Credit Parties acknowledge and agree that Companies shall pay to the Prepayment Premium represents bargained for consideration Holders on such Permitted Redemption Date, by wire transfer of immediately available funds an amount in exchange for cash equal to the right and privilege to redeem Permitted Revolving Redemption Amount and/or the NotesPermitted Acquisition Redemption Amount, as applicable.

Permitted Redemption. (i) The Borrower may at any time after January 1, 2022may, at its option, elect to pay to the Agent, on behalf Holders of the Holders, Notes the Permitted Redemption Amount (as defined below), on the Permitted Redemption Date, by redeeming the aggregate unpaid principal amount of all Notes, in whole (and not in part), whereupon the Commitments of each Lender shall automatically and permanently be terminated ) (the “Permitted Redemption”); provided that, a Permitted Redemption may occur prior to January 1, 2022 only in connection with an M&A Event. The Borrower may not, at any time, redeem the Notes in part. On or prior to the date which is the thirtieth third (30th3rd) calendar day Business Day prior to the proposed Permitted Redemption Date, the Borrower shall deliver written notice (the “Permitted Redemption Notice”) to the Agent Holders stating (i) that the Borrower elects to redeem pursuant to the Permitted Redemption and (ii) the proposed Permitted Redemption Date. The “Permitted Redemption Amount” Amount shall be equal to (A) the aggregate unpaid outstanding principal amount of all Notes, (B) all accrued and unpaid interest with respect to such principal amount and all accrued and unpaid fees, (C) all accrued and unpaid Late Charges with respect to such Permitted Redemption Amount, (D) the Prepayment Premium and (E) all other amounts due under the Transaction Documents. The Credit Parties acknowledge and agree that the Prepayment Premium represents bargained for consideration in exchange for the right and privilege to redeem the Notes. (ii) A Permitted Redemption Notice delivered pursuant to this subsection shall be irrevocable. If the Borrower elects to redeem pursuant to a Permitted Redemption under Section 2.3(a), then the Permitted Redemption Amount which is to be paid to the Holders on the Permitted Redemption Date shall be redeemed by the Borrower on the Permitted Redemption Date, and the Borrower shall pay to the Holders on the Permitted Redemption Date, by wire transfer of immediately available funds, an amount in cash equal to the Permitted Redemption Amount.

Permitted Redemption. (i) The Borrower may at any time after January 1, 2022Borrowers may, at its their option, elect to pay to the Agent, on behalf Holders of the Holders, Notes the Permitted Redemption Amount (as defined below), on the Permitted Redemption Date, by redeeming the aggregate unpaid principal amount of all Notes, in whole or in part (and not in parta "Permitted Redemption"), whereupon the Commitments of each Lender shall automatically and permanently be terminated (the “Permitted Redemption”); provided that, a Permitted Redemption may occur prior to January 1, 2022 only including in connection with an M&A Event. The Borrower may nota refinancing, at any timein full, redeem of the Notes in partObligations. On or prior to the date which is the thirtieth sixtieth (30th60th) calendar day prior to the proposed Permitted Redemption Date, the Borrower Representative shall deliver written notice (the “"Permitted Redemption Notice”") to the Agent Holders of the Notes stating (i) that the Borrower elects Borrowers elect to redeem pursuant to the a Permitted Redemption and (ii) the proposed Permitted Redemption Date. The “"Permitted Redemption Amount” " shall be equal to (A) the aggregate unpaid outstanding principal amount of all Notesthe Notes being redeemed, (B) all accrued and unpaid interest with respect to such principal amount and all accrued and unpaid fees, (C) all accrued and unpaid Late Charges with respect to such Permitted Redemption Amount, (D) the Prepayment Premium and (E) all other amounts due under the Transaction Documents. The Credit Parties acknowledge and agree that the Prepayment Premium represents bargained for consideration in exchange for the right and privilege to redeem the Notes. (ii) A Permitted Redemption Notice delivered pursuant to this subsection shall be irrevocable (provided, that, if such Permitted Redemption is to occur in connection with a refinancing in full in cash of the Notes and all other Obligations or a Change of Control or sale of the company that will result in the payment in full in cash of the Notes and all other Obligations, then such Permitted Redemption Notice may provide that the Permitted Redemption is conditioned upon the closing of such transaction). If the Borrowers elect to redeem pursuant to a Permitted Redemption under Section 2.3(a), then the Permitted Redemption Amount which is to be paid to the Holders of the Notes on the Permitted Redemption Date shall be redeemed by the Borrowers on the Permitted Redemption Date, and the Borrowers shall pay to the Holders of the Notes on the Permitted Redemption Date, by wire transfer of immediately available funds, an amount in cash equal to the Permitted Redemption Amount.

Permitted Redemption. (i) The Borrower may at At any time after January 1the first anniversary of the Closing Date and then in connection with a Securitization, 2022the Borrower Representative may, at its option, elect provide written notice (“Permitted Redemption Notice”) to pay to the Agent, on behalf of Lender, that the Holders, Borrower has elected to pay the Permitted Redemption Amount (as defined below), on the Permitted Redemption Date, by redeeming such portion of the aggregate then-unpaid principal amount of all Notes, the Note such that Borrower and the Credit Parties will be in whole (and not compliance with the covenants set forth in part), whereupon the Commitments of each Lender shall automatically and permanently be terminated Section 6.1 (the “Permitted Redemption”); provided that, a Permitted Redemption may occur prior to January 1, 2022 only in connection with an M&A Event. The Borrower may not, at any time, redeem the Notes in part. On or prior to the date which is the thirtieth (30th) calendar day prior to the proposed Permitted Redemption Date, the Borrower shall deliver written notice (the “Permitted Redemption Notice”) to the Agent stating (i) that the Borrower elects to redeem pursuant to the Permitted Redemption and (ii) the proposed Permitted Redemption Date. The “Permitted Redemption Amount” shall be equal to (A) the aggregate portion of unpaid outstanding principal amount of all Notesthe Note required to be repaid such that the Credit Parties will be in compliance with the covenants set forth in Section 6.1, (B) all accrued and unpaid interest with respect to such principal amount and all accrued and unpaid fees, (C) all accrued and unpaid Late Charges with respect to such Permitted Redemption Amount, Amount and (D) the Prepayment Premium and (E) all other amounts then due under the Transaction Documents. The Credit Parties acknowledge A Permitted Redemption under this Section 2.3(a)(i) shall reduce the outstanding principal balance of the Loan but shall not reduce or affect the then-outstanding Maximum Commitment, and agree that the Prepayment Premium represents bargained for consideration Loan, Maximum Commitment, and the terms of the Transaction Documents shall continue in exchange for the right full force and privilege to redeem the Noteseffect and be unmodified.

Permitted Redemption. The Corporation may (ibut shall not be required to) The Borrower may at any time after January 1redeem all, 2022or any portion, at its option, elect to pay of the then outstanding shares of Series A Preferred or Series C Preferred by paying in cash to the Agent, on behalf holders thereof in respect of each such share the Holders, the Permitted Redemption Amount Price (as defined below), with one-half of such payment due ninety (90) days after receipt of such notice of redemption and one-half of such payment due on the Permitted Redemption Datefirst anniversary of the date of receipt of such notice of redemption; provided that the holders of Series A Preferred shall be redeemed in full, by redeeming and all payments to the aggregate unpaid principal amount holders of all Notesthe Series A Preferred in respect of such redemption shall have been made, in whole (and not in part), whereupon prior to any redemption of the Commitments of Series C Preferred. The price payable for each Lender shall automatically and permanently be terminated redeemed share (the “Permitted RedemptionRedemption Price”), as applicable, of (x) Series A Preferred shall be equal to the Original Series A Issue Price plus an amount equal to the Original Series A Issue Price for each share that is deemed to be issued as an accrued but unpaid dividend on such share pursuant to Article III, C.1. hereof, to and including the Redemption Date; provided thatand (y) Series C Preferred shall be equal to the Original Series C Issue Price, a Permitted Redemption may occur prior to January 1, 2022 only in connection with an M&A Eventand no more. The Borrower may notCorporation shall give notice of redemption of Series A Preferred or Series C Preferred by first class mail, at any timepostage prepaid, redeem the Notes in part. On or mailed not less than thirty (30) nor more than sixty (60) days prior to the redemption date which is the thirtieth (30th) calendar day prior to the proposed Permitted Redemption Date, the Borrower shall deliver written notice (the “Permitted Redemption Notice”) to each holder of record of shares of Series A Preferred or Series C Preferred, as applicable, at such holder’s address as the Agent stating same appears on the stock records of the Corporation. The Redemption Notice shall state: (i) that all shares of Series A Preferred or Series C Preferred, as applicable, called by the Borrower elects to redeem pursuant to Corporation for redemption, will be redeemed on the Permitted stated redemption date (the “Redemption and Date”); (ii) the proposed Permitted Redemption Price and the method of calculation thereof; (iv) the place or places where certificates for such shares are to be surrendered for payment of the Redemption Price; and (v) that dividends on the shares to be redeemed shall cease to accrue on the Redemption Date. The “Permitted On or after the Redemption Amount” Date, each holder of shares of Series A Preferred or Series C Preferred shall surrender a certificate or certificates representing the number of shares of the Series A Preferred or Series C Preferred to be redeemed as stated in the Redemption Notice. If the Redemption Notice shall have been duly given, unless the Corporation shall be equal to in default in providing money for the payment of the Redemption Price (A) the aggregate unpaid outstanding principal amount of all Notes, (B) all including any accrued and unpaid interest with respect dividends to such principal amount (and all accrued and unpaid feesincluding) the date fixed for redemption), (Ci) dividends on the shares of the Series A Preferred to be redeemed shall cease to accumulate, (ii) said shares shall be deemed no longer outstanding, and (iii) all accrued and unpaid Late Charges with respect to such Permitted Redemption Amount, rights of the holders thereof as shareholders of the Corporation (D) the Prepayment Premium and (E) all other amounts due under the Transaction Documents. The Credit Parties acknowledge and agree that the Prepayment Premium represents bargained for consideration in exchange for except the right to receive from the Corporation the monies payable upon redemption without interest thereon) shall cease on the Redemption Date. Upon surrender in accordance with the Redemption Notice of the certificates for any such shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and privilege the notice of redemption shall so state), such shares shall be redeemed by the Corporation at the applicable Redemption Price. If fewer than all the shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without cost to redeem the Notesholder thereof.

Permitted Redemption. (i) The Borrower may at any time after January 1, 2022Borrowers may, at its their option, elect to pay to the Agent, on behalf of the Holders, the Permitted Redemption Amount (as defined below), on the Permitted Redemption Date, by redeeming the aggregate unpaid principal amount of all Notes, in whole (and not in part), whereupon the Commitments of each Lender shall automatically and permanently be terminated (the “Permitted Redemption”); provided that, a Permitted Redemption may occur prior to January 1, 2022 only in connection with an M&A Event. The Borrower may not, at any time, redeem the Notes in part. On or prior to the date which is the thirtieth (30th) calendar day (or, solely with respect to any Permitted Redemption of US Term Notes, the ninetieth (90th) calendar day) prior to the proposed Permitted Redemption Date, the Borrower Representative shall deliver written notice (the “Permitted Redemption Notice”) to the Agent stating (i) that the Borrower elects Borrowers elect to redeem pursuant to the Permitted Redemption and (ii) the proposed Permitted Redemption Date. The “Permitted Redemption Amount” shall be equal to (A) the aggregate unpaid outstanding principal amount of all Notes, (B) all accrued and unpaid interest with respect to such principal amount and all accrued and unpaid fees, (C) all accrued and unpaid Late Charges with respect to such Permitted Redemption Amount, (D) the Prepayment Premium and (E) all other amounts due under the Transaction Documents. The Credit Parties acknowledge and agree that the Prepayment Premium represents bargained for consideration in exchange for the right and privilege to redeem the Notes.

Permitted Redemption. (i) The Borrower may at any time after January 1, 2022Borrowers may, at its their option, elect to pay to the Agent, on behalf of the Holders, the Permitted Redemption Amount (as defined below), on the Permitted Redemption Date, by redeeming the aggregate unpaid principal amount of all Notes, in whole (and not in part), whereupon the Commitments of each Lender shall automatically and permanently be terminated (the “Permitted Redemption”); provided that, a Permitted Redemption may occur prior to January 1, 2022 only in connection with an M&A Event. The Borrower may not, at any time, redeem the Notes in part. On or prior to the date which is the thirtieth (30th) calendar day prior to the proposed Permitted Redemption Date, the Borrower Representative shall deliver written notice (the “Permitted Redemption Notice”) to the Agent stating (i) that the Borrower elects Borrowers elect to redeem pursuant to the Permitted Redemption and (ii) the proposed Permitted Redemption Date. The “Permitted Redemption Amount” shall be equal to (A) the aggregate unpaid outstanding principal amount of all Notes, (B) all accrued and unpaid interest with respect to such principal amount and all accrued and unpaid fees, (C) all accrued and unpaid Late Charges with respect to such Permitted Redemption Amount, (D) the Prepayment Premium and (E) all other amounts due under the Transaction Documents. The Credit Parties acknowledge and agree that the Prepayment Premium represents bargained for consideration in exchange for the right and privilege to redeem the Notes.

Permitted Redemption. (i) The Borrower may at At any time (but only one time) on or after January 1the first anniversary of the First Restated Closing Date, 2022the Borrowers shall have the right, at its their option, elect to redeem the Maximum Permitted Redemption Amount (but not more or less than the Maximum Permitted Redemption Amount) of the principal amount of the Notes then outstanding (pro rata amongst the Holders based on the then outstanding principal amount of their Notes) by electing to pay to the Agent, on behalf of Holders the Holders, the applicable Permitted Redemption Amount (as defined below), ) on the Permitted Redemption Date, by redeeming the aggregate unpaid principal amount of all Notes, in whole Date (and not in part), whereupon the Commitments of each Lender shall automatically and permanently be terminated (the a “Permitted Redemption”); provided thatthat the Permitted Redemption Conditions and the conditions set forth in Section 2.3(a)(i), (ii) and (iii) are satisfied (or waived in writing by the Required Holders). The Borrowers may exercise their right to effectuate a Permitted Redemption may occur prior by delivering to January 1, 2022 only in connection with an M&A Event. The Borrower may not, at any time, redeem each of the Notes in part. On or prior to the date which is the thirtieth (30th) calendar day prior to the proposed Permitted Redemption Date, the Borrower shall deliver Holders written notice (the “Permitted Redemption Notice”), and making of contemporaneous public disclosure thereof, at least sixty (60) days prior to the Agent stating proposed Permitted Redemption Date. If the Borrowers elect to exercise a Permitted Redemption pursuant to this Section 2.3(a), then they must simultaneously take the same action with respect to all of the Notes. The Permitted Redemption Notice shall state (i1) that the Borrower elects principal amount of the Notes (in the aggregate and with respect to each Note) which the Borrowers elect to redeem pursuant to the Permitted Redemption and Redemption, (ii2) the proposed Permitted Redemption Date. The applicable “Permitted Redemption Amount” for such Permitted Redemption (in the aggregate and with respect to each Note), which amount shall be equal to (A) one hundred ten percent (110%) of the aggregate unpaid outstanding principal amount of all Notesthe Notes being redeemed in connection with such Permitted Redemption, plus (B) all accrued and unpaid interest with respect to such principal amount and all accrued and unpaid feesamount, plus (C) all accrued and unpaid Late Charges with respect to such principal amount and such accrued and unpaid interest, and (3) the proposed Permitted Redemption Date, and shall certify that the Permitted Redemption Conditions are satisfied as of the Permitted Redemption Notice Date (to the extent they can be satisfied thereon). Other than pursuant to a Permitted Redemption, the Borrowers shall have no right to voluntarily prepay, redeem or repurchase Notes. (ii) A Permitted Redemption Notice delivered pursuant to this subsection shall be irrevocable; provided that a Holder may elect, by written notice delivered to Principal Borrower at any time prior to the applicable Permitted Redemption Date, to convert all or any portion of the principal amount of its Note(s) (plus accrued and unpaid interest thereon), which the Borrowers elect to redeem pursuant to the Permitted Redemption into Conversion Shares in accordance with the terms of such Note(s), in which event the principal amount of such Note(s) so converted shall not be redeemed as part of the Permitted Redemption but such principal amount will still be charged against the Maximum Permitted Redemption Amount. For purposes of clarification, in the event that any Holder elects, during the period commencing on the date of delivery to the Holders of the Permitted Redemption Notice (the “Permitted Redemption Notice Date”) and ending immediately prior to the Permitted Redemption Date (such period, the “Permitted Redemption Notice Period”), to convert a principal amount of its Note(s) (plus accrued and unpaid interest thereon) equal to or exceeding the principal amount of its Note(s) which are the subject of the Permitted Redemption, then the principal amount of its Note(s) which are the subject of such Permitted Redemption shall not be redeemed. (iii) If the Borrowers have exercised their right to effectuate a Permitted Redemption in accordance with Section 2.3(a)(i) and the other conditions of this Section 2.3(a) (including the Permitted Redemption Conditions) are satisfied (or waived in writing by the Required Holders) on the Permitted Redemption Date (and, for the avoidance of doubt, on each day during the Permitted Redemption Notice Period), then such portion of the principal amount of each Note which is the subject of such Permitted Redemption, if any, which has not been converted by the Holder thereof pursuant to Section 2.3(a)(ii) (the “Remaining Permitted Redemption Amount”) shall be redeemed on the Permitted Redemption Date by the payment to such Holder on such Permitted Redemption Date, by wire transfer of immediately available funds, of an amount equal to the Permitted Redemption Amount in respect of each Note comprising such Remaining Permitted Redemption Amount. In the event the Permitted Redemption Conditions are not satisfied (or waived in writing by the Required Holders) on the Permitted Redemption Date (and, for the avoidance of doubt, on each day during the Permitted Redemption Period), then the Permitted Redemption shall be null and void with respect to all of the Remaining Permitted Redemption Amount of each Note. (iv) For purposes of this Section 2.3(a), “Permitted Redemption Conditions” means the following conditions: (A) during the period beginning on and including the First Restated Closing Date and ending on and including the Permitted Redemption Date, there shall not have occurred either (x) the public announcement of a pending, proposed or intended Change of Control that has not been abandoned, terminated or consummated and publicly disclosed as such at least ten (10) Trading Days prior to the Permitted Redemption Notice Date or (y) an Event of Default that has not been cured or waived prior to the date that is ten (10) days prior to the date of delivery of the Permitted Redemption Notice; (B) on each day during the period beginning ten (10) days prior to the date of delivery of the Permitted Redemption Notice and ending on and including the applicable Permitted Redemption Date, there shall not have existed an event that with the passage of time or the giving of notice and without being cured would constitute an Event of Default, and the Borrowers and their Subsidiaries otherwise shall have been in compliance with in all material respects and shall not have breached or been in breach in any material respect of any provision or covenant of this Agreement or any of the other Transaction Documents; (C) on each day during the period beginning on and including the date that is ten (10) days prior to the Permitted Redemption Notice Date and ending on and including the Permitted Redemption Date, a Registration Statement shall be effective and available for the sale of not less one hundred fifty percent (150%) of the Registrable Securities issuable upon conversion of the Permitted Redemption Amount pursuant to the terms of the Note(s) in accordance with the Registration Rights Agreement, and there shall not be any Grace Period (as defined in the Registration Rights Agreement) applicable to such Registration Statement(s); (D) the Prepayment Premium Stockholder Approval shall have been obtained; and (E) all other amounts due under there shall be reserved for issuance upon conversion of the Transaction Documents. The Credit Parties acknowledge Notes at least an amount equal to the number of Conversion Shares into which the Permitted Redemption Amount would be converted upon the Holders’ election to do so pursuant to Section 2.3(a)(ii); and agree that (F) on the Prepayment Premium represents bargained for consideration Permitted Redemption Notice Date, neither the Principal Borrower nor any officer, director or any Affiliate thereof shall be in exchange for possession of any material non-public information with respect to the right and privilege to redeem the NotesPrincipal Borrower or any of its securities.

Permitted Redemption. (i) The Borrower may at At any time on or after January 1the first anniversary of the First Closing Date, 2022the Borrowers may, at its their option, elect to pay to the Agent, on behalf Holders of the Holders, Notes the Permitted Redemption Amount (as defined below), on the Permitted Redemption Date, by redeeming the aggregate unpaid principal amount of all Notes, in whole (and not in part), whereupon the Commitments of each Lender shall automatically and permanently be terminated (the a “Permitted Redemption”); provided thatprovided, that the Borrowers have no knowledge that an Event of Default (including, but not limited to, a Change of Control) exists or will exist on the date of the Permitted Redemption may occur prior to January 1Redemption; provided, 2022 only in connection with an M&A Event. The Borrower may notfurther, that notwithstanding the foregoing, the Borrowers may, at their option, at any time, redeem the Notes time make Permitted Redemptions in partan aggregate Permitted Redemption Amount not to exceed $5,000,000. On or prior to the date which is the thirtieth sixth (30th6th) calendar day Business Day prior to the proposed Permitted Redemption Date, the Borrower Borrowers shall deliver written notice (the “Permitted Redemption Notice”) to the Agent Holders stating (i) that the Borrower elects amount which the Borrowers elect to redeem pursuant to the Permitted Redemption and (ii) the proposed Permitted Redemption Date. The “Permitted Redemption Amount” ”), which Permitted Redemption Amount shall be equal to (A) the aggregate unpaid outstanding principal amount of all Notes, (B) all accrued and unpaid interest with respect to such principal amount amount, and all accrued and unpaid fees, (C) all accrued and unpaid Late Charges with respect to such Permitted Redemption Amount, and (Dii) the Prepayment Premium and proposed Permitted Redemption Date. (Eii) all other amounts due under A Permitted Redemption Notice delivered pursuant to this subsection shall be irrevocable. If the Transaction Documents. The Credit Parties acknowledge and agree that the Prepayment Premium represents bargained for consideration in exchange for the right and privilege Borrowers elect to redeem pursuant to a Permitted Redemption under Section 2.3(a), then the NotesPermitted Redemption Amount which is to be paid to the Holders on the Permitted Redemption Date shall be redeemed by the Borrowers on the Permitted Redemption Date, and the Borrowers shall pay to the Holders on the Permitted Redemption Date, by wire transfer of immediately available funds, an amount in cash equal to the Permitted Redemption Amount.

Permitted Redemption. (i) The Borrower may Borrowers may, at any time after January 1, 2022, at its their option, elect to pay to the Agent, on behalf of the Holders, the Permitted Redemption Amount (as defined below), on the Permitted Redemption Date, by redeeming the aggregate unpaid principal amount of all Notes, in whole (and not in part), whereupon the Commitments of each Lender shall automatically and permanently be terminated (the “Permitted Redemption”); provided that, a Permitted Redemption may occur prior to January 1, 2022 only in connection with an M&A Event. The Borrower Borrowers may not, at any time, redeem the Notes in part. On or prior to the date which is the thirtieth (30th) calendar day (or, solely with respect to any Permitted Redemption of US Term Notes, the ninetieth (90th) calendar day) prior to the proposed Permitted Redemption Date, the Borrower Representative shall deliver written notice (the “Permitted Redemption Notice”) to the Agent stating (i) that the Borrower elects Borrowers elect to redeem pursuant to the Permitted Redemption and (ii) the proposed Permitted Redemption Date. The “Permitted Redemption Amount” shall be equal to (A) the aggregate unpaid outstanding principal amount of all Notes, (B) all accrued and unpaid interest with respect to such principal amount and all accrued and unpaid fees, (C) all accrued and unpaid Late Charges with respect to such Permitted Redemption Amount, (D) the Prepayment Premium and (E) all other amounts due under the Transaction Documents. The Credit Parties acknowledge and agree that the Prepayment Premium represents bargained for consideration in exchange for the right and privilege to redeem the Notes.

Permitted Redemption. (i) The Subject to the Lender’s conversion rights set forth in Section 2.10 hereof, on or after July 31, 2016, the Borrower may at any time after January 1, 2022may, at its option, elect to pay to the Agent, on behalf Lender and any of the Holders, other Holders the Permitted Redemption Amount (as defined below), on the specified Permitted Redemption Date, by redeeming the aggregate unpaid principal amount of all Notesredeeming, in whole (and not in part)whole, whereupon amounts outstanding under the Commitments of each Lender shall automatically and permanently be terminated Notes (the “Permitted Redemption”); provided that, a Permitted Redemption may occur prior to January 1, 2022 only in connection with an M&A Event. The Borrower may not, at any time, redeem the Notes in part. On or prior to the date which is the thirtieth third (30th3rd) calendar day Business Day prior to the proposed Permitted Redemption Date, the Borrower shall deliver written notice (the “Permitted Redemption Notice”) to the Agent stating Lender and any of the other Holders stating: (i) that the Borrower elects to redeem the Notes pursuant to the Permitted Redemption and (ii) the proposed Permitted Redemption Date. The “Permitted Redemption Amount” shall be equal to the sum of one hundred five percent (105%) of the outstanding sum of: (A) the aggregate unpaid outstanding principal amount of all Notesthe Notes as of the Permitted Redemption Date, (B) all accrued and unpaid interest with respect to such principal amount and all accrued and unpaid fees, (C) all accrued and unpaid Late Charges in each case, with respect to such the principal amount of the Note to be redeemed as of the Permitted Redemption AmountDate (to the extent not previously added to the principal amount as set forth in subparagraph (A) immediately above), (D) the Prepayment Premium and (EC) all other amounts due under the Transaction Documents. The Credit Parties acknowledge and agree that Documents with respect to the Prepayment Premium represents bargained for consideration in exchange for principal amount of the right and privilege Note to redeem be redeemed as of the NotesPermitted Redemption Date.

Permitted Redemption. (i) The Borrower may at At any time on or after January 1the Closing Date, 2022the Borrowers may, at its their option, elect to pay to the Agent, on behalf Holders of the Holders, Notes the Permitted Redemption Amount (as defined below), on the Permitted Redemption Date, by redeeming the aggregate unpaid principal amount of all Term Notes, in whole (and not in part), whereupon the Commitments of each Lender shall automatically and permanently be terminated (the a “Permitted Redemption”); provided that, a Permitted Redemption may occur prior to January 1, 2022 only in connection with an M&A Event. The Borrower may not, at any time, redeem the Notes in part. On or prior to the date which is the thirtieth sixth (30th6th) calendar day Business Day prior to the proposed Permitted Redemption Date, the Borrower Borrowers shall deliver written notice (the “Permitted Redemption Notice”) to the Agent Holders stating (i) that the Borrower elects amount which the Borrowers elect to redeem pursuant to the Permitted Redemption and (ii) the proposed Permitted Redemption Date. The “Permitted Redemption Amount” ”), which Permitted Redemption Amount shall be equal to (A) the aggregate unpaid outstanding principal amount of all Term Notes, (B) all accrued and unpaid interest with respect to such principal amount and all accrued and unpaid feesamount, (C) (1) if the Permitted Redemption Date is prior to the one-year anniversary of the Closing Date, all interest (excluding the Make-Whole Interest) that would accrue and be payable from the Permitted Redemption Date to such one-year anniversary if the Permitted Redemption had not occurred prior thereto, or (2) if the Permitted Redemption Date is on or after the one-year anniversary of the Closing Date, all interest (including the Make-Whole Interest) that would accrue and be payable from the Permitted Redemption Date to the Maturity Date if the Permitted Redemption had not occurred prior thereto, and (D) accrued and unpaid Late Charges with respect to such Permitted Redemption Amount, and (Dii) the Prepayment Premium and Permitted Redemption Date. (Eii) all other amounts due under A Permitted Redemption Notice delivered pursuant to this subsection shall be irrevocable. If the Transaction Documents. The Credit Parties acknowledge and agree that the Prepayment Premium represents bargained for consideration in exchange for the right and privilege Borrowers elect to redeem pursuant to a Permitted Redemption under Section 2.3(a), then the NotesPermitted Redemption Amount which is to be paid to the Holders on the Permitted Redemption Date shall be redeemed by the Borrowers on the Permitted Redemption Date, and the Borrowers shall pay to the Holders on the Permitted Redemption Date, by wire transfer of immediately available funds, an amount in cash equal to the Permitted Redemption Amount.