Prepayment Application. Any prepayment of the Term Loans in accordance with the Term Loan Notes pursuant to Section 2.2(c) or Section 8.1(a) (together with, to the extent applicable, the accompanying Makewhole Amount, Prepayment Premium and Facility Fee that is payable pursuant to Section 2.2(e), Section 2.2(f) and Section 2.7(b) as applicable) shall be paid to Lenders in accordance with their respective Applicable Percentages for application to the Obligations in the following order: (i) first, to due and unpaid Lender Expenses; (ii) second, to due and unpaid Commitment Fee or Facility Fee; (iii) third, to accrued and unpaid interest at the Default Rate incurred pursuant to Section 2.3(b), with respect to past due amounts, if any; (iv) fourth, without duplication of amounts paid pursuant to clause (iii) above, to accrued, unpaid and uncapitalized interest at the Term Loan Rate; (v) fifth, to the Prepayment Premium; (vi) sixth, to the Makewhole Amount, if applicable; (vii) seventh, to the outstanding principal amount of the Term Loans being prepaid; and (viii) eighth, to any remaining amounts then due and payable under this Agreement and the other Loan Documents.
Appears in 4 contracts
Samples: Sixteenth Amendment (LumiraDx LTD), Fifteenth Amendment (LumiraDx LTD), Twelfth Amendment and Waiver (LumiraDx LTD)
Prepayment Application. Any prepayment of the Term Loans in accordance with the Term Loan Notes pursuant to Section 2.2(c) or as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a) (together with, to the extent applicable, with the accompanying Makewhole Amount, Amount and Prepayment Premium and Facility Fee that is payable pursuant to Section 2.2(e), Section 2.2(f) and Section 2.7(b2.2(f) as applicable) shall be paid to Lenders in accordance with their respective Applicable Percentages for application to the Obligations in the following order: (i) first, to due and unpaid Lender Expenses; (ii) second, to due and unpaid Commitment Fee or Facility FeeAdditional Consideration; (iii) third, to accrued and unpaid interest at the Default Rate incurred pursuant to Section 2.3(b), with respect to past due amounts, if any; (iv) fourth, without duplication of amounts paid pursuant to clause (iii) above, to accrued, accrued and unpaid and uncapitalized interest at the Term Loan Rate; (v) fifth, to the Prepayment Premium; (vi) sixth, to the Makewhole Amount, if applicable; (vii) seventh, to the outstanding principal amount of the Term Loans being prepaid; and (viii) eighth, to any remaining amounts then due and payable under this Agreement and the other Loan Documents.
Appears in 3 contracts
Samples: Loan Agreement (UroGen Pharma Ltd.), Loan Agreement (Coherus BioSciences, Inc.), Loan Agreement (Evolus, Inc.)
Prepayment Application. Any prepayment of the Term Loans in accordance with the Term Loan Notes pursuant to Section 2.2(c) or Section 8.1(a) (together withwith the applicable Makewhole Amount and Prepayment Premium, to the extent applicableif any, the accompanying Makewhole Amount, Prepayment Premium and Facility Fee that is payable pursuant to Section 2.2(e), Section 2.2(f) and Section 2.7(b) as applicable2.2(f)) shall be paid to Lenders in accordance with their respective Applicable Percentages for application to the Obligations in the following order: (i) first, to due and unpaid Lender Expenses; (ii) second, to due accrued, unpaid and unpaid Commitment Fee or Facility Fee; (iii) third, to accrued and unpaid uncapitalized interest at the Default Rate incurred pursuant to Section 2.3(b), with respect to past due amounts, if any; (iviii) fourththird, without duplication of amounts paid pursuant to clause (iiiii) above, to accrued, accrued and unpaid and uncapitalized interest at the Term Loan Rate; (viv) fifthfourth, to the Prepayment Premium; (viv) sixthfifth, to the Makewhole Amount, Amount (if applicableany); (viivi) seventhsixth, to the outstanding principal amount of the Term Loans being prepaidLoans; and (viiivii) eighthseventh, to any remaining amounts then due and payable under this Agreement and the other Loan Documents.
Appears in 2 contracts
Samples: Loan Agreement (Collegium Pharmaceutical, Inc), Loan Agreement (Collegium Pharmaceutical, Inc)
Prepayment Application. Any prepayment of the Term Loans in accordance with the Term Loan Notes pursuant to Section 2.2(c) or Section 8.1(a) (together with, to the extent applicable, with the accompanying Makewhole Amount, Prepayment Premium and Facility Fee or Additional Consideration that is payable pursuant to Section 2.2(e), Section 2.2(f) and Section 2.7(b) 2.7, as applicable) shall be paid to Lenders in accordance with their respective Applicable Percentages for application to the Obligations in the following order: (i) first, to due and unpaid Lender Expenses; (ii) second, to due and unpaid Commitment Fee or Facility Fee; (iii) third, to accrued and unpaid interest at the Default Rate incurred pursuant to Section 2.3(b), with respect to past due amounts, if any; (iviii) fourththird, without duplication of amounts paid pursuant to clause (iiiii) above, to accrued, accrued and unpaid and uncapitalized interest at the Term Loan Rate; (iv) fourth, to the Additional Loan Consideration; (v) fifth, to the Prepayment Premium; (vi) sixth, to the Makewhole Amount, if applicable; (vii) seventh, to the outstanding principal amount of the Term Loans being prepaid; and (viii) eighth, in the case of a prepayment of the Term Loans in whole, to any remaining amounts then due and payable under this Agreement and the other Loan Documents.
Appears in 2 contracts
Samples: Loan Agreement (Global Blood Therapeutics, Inc.), Loan Agreement (Global Blood Therapeutics, Inc.)
Prepayment Application. Any prepayment of the Term Loans in accordance with the Term Loan Notes pursuant to Section 2.2(c) or Section 8.1(a) (together with, to the extent applicable, with the accompanying Makewhole Amount, Amount or Prepayment Premium and Facility Fee that is payable pursuant to Section 2.2(e) or Section 2.2(f), Section 2.2(f) and Section 2.7(b) as applicable) shall be paid to Lenders in accordance with their respective Applicable Percentages for application to the Obligations in the following order: (i) first, to due and unpaid Lender Expenses; , (ii) second, to due and unpaid Commitment Fee or Facility Fee; (iii) third, to accrued and unpaid interest at the Default Rate incurred pursuant to Section 2.3(b), with respect to past due amountsRate, if any; , (iviii) fourththird, without duplication of amounts paid pursuant to clause (iiiii) above, to accrued, accrued and unpaid and uncapitalized interest at the Term Loan non-Default Rate; , (viv) fifthfourth, to the greater of (x) the Prepayment Premium; , if applicable and (viy) sixth, to the Makewhole Amount, if applicable; , (viiv) seventhfifth, to the outstanding principal amount of the Term Loans Loan being prepaid; , and (viiivi) eighthsixth, in the case of a prepayment of the Term Loans in whole, to any remaining amounts then due and payable under this Agreement and the other Loan Documents.
Appears in 2 contracts
Samples: Loan Agreement (Epizyme, Inc.), Loan Agreement (Epizyme, Inc.)
Prepayment Application. Any prepayment All prepayments by Borrower pursuant Section 2.2(d) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to the date of payment in full, which, for the avoidance of doubt, shall not include any such interest that has already been capitalized and added to the then-outstanding principal amount of the Term Loans in accordance with Section 2.3(a). Any prepayment of the Term Loan Notes pursuant to Section 2.2(c) or Section 8.1(a) Loans (together withwith the accompanying Prepayment Premium and, to the extent where applicable, the accompanying Makewhole Amount, Prepayment Premium and Facility Fee Amount that is payable pursuant to Section 2.2(e), Section 2.2(f) and the Additional Consideration described in Section 2.7(b2.7(d)) as applicablepursuant to Section 2.2(d) shall be paid to Lenders in accordance with their respective Applicable Percentages Lender for application to the Obligations in the following order: (i) first, to due and unpaid Lender Expenses; , (ii) second, to due accrued and unpaid Commitment Fee or Facility Fee; interest at the Default Rate, (iii) third, to accrued and unpaid interest at the non-Default Rate incurred pursuant to Section 2.3(b)Rate, with respect to past due amounts, if any; (iv) fourth, without duplication of amounts paid pursuant to clause (iii) abovethe Prepayment Premium, to accrued, unpaid and uncapitalized interest at the Term Loan Rate; (v) fifth, to the Prepayment Premium; Additional Consideration described in Section 2.7(c), (vi) sixth, to the Makewhole Amount, if where applicable; , (vii) seventh, to the outstanding principal amount of the Term Loans being prepaid; prepaid (including, for the avoidance of doubt, any interest that has been capitalized and added thereto in accordance with Section 2.3(a)) and (viii) eighth, to any remaining amounts then due and payable under this Agreement and the other Loan Documentshereunder.
Appears in 2 contracts
Samples: Loan Agreement (iRhythm Technologies, Inc.), Loan Agreement (iRhythm Technologies, Inc.)
Prepayment Application. Any prepayment of the Term Loans in accordance with the Term Loan Notes pursuant to Section 2.2(c) or as a result of the acceleration of the maturity of the Term Loan pursuant to Section 8.1(a) (together with, to the extent applicable, with the accompanying Makewhole Amount, Amount and Prepayment Premium and Facility Fee that is payable pursuant to Section 2.2(e), Section 2.2(f) and Section 2.7(b2.2(f) as applicable) shall be paid to Lenders in accordance with their respective Applicable Percentages for application to the Obligations in the following order: (i) first, to due and unpaid Lender Expenses; (ii) second, to due and unpaid Commitment Fee or Facility FeeAdditional Consideration; (iii) third, to accrued and unpaid interest at the Default Rate incurred pursuant to Section 2.3(b), with respect to past due amounts, if any; (iv) fourth, without duplication of amounts paid pursuant to clause (iii) above, to accrued, accrued and unpaid and uncapitalized interest at the Term Loan Rate; (v) fifth, to the Prepayment Premium; (vi) sixth, to the Makewhole Amount, if applicable; (vii) seventh, to the outstanding principal amount of the Term Loans Loan being prepaid; and (viii) eighth, to any remaining amounts then due and payable under this Agreement and the other Loan Documents.
Appears in 1 contract
Prepayment Application. Any prepayment of the Term Loans in accordance with the Term Loan Notes pursuant to Section 2.2(c) or as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a) (together with, to the extent applicable, with the accompanying Makewhole Amount, Amount and Prepayment Premium and Facility Fee that is payable pursuant to Section 2.2(e), Section 2.2(f) and Section 2.7(b2.2(f) as applicable) shall be paid to Lenders in accordance with their respective Applicable Percentages for application to the Obligations in the following order: (i) first, to due and unpaid Lender Expenses; (ii) second, to due and unpaid Commitment Fee or Facility FeeAdditional Consideration; (iii) third, to accrued accrued, unpaid and unpaid uncapitalized interest at the Default Rate incurred pursuant to Section 2.3(b), with respect to past due amounts, if any; (iv) fourth, without duplication of amounts paid pursuant to clause (iii) above, to accrued, unpaid and uncapitalized interest at the Term Loan Rate; (v) fifth, to the Prepayment Premium; (vi) sixth, to the Makewhole Amount, if applicable; (vii) seventh, to the outstanding principal amount of the Term Loans being prepaid; and (viii) eighth, to any remaining amounts then due and payable under this Agreement and the other Loan Documents.
Appears in 1 contract
Samples: Loan Agreement (INSMED Inc)
Prepayment Application. Any prepayment of the Term Loans in accordance with the Term Loan Notes pursuant to Section 2.2(c) or Section 8.1(a) (together with, to the extent applicable, with the accompanying Makewhole Amount, Prepayment Premium and Facility Fee that is payable pursuant to Section 2.2(e), Section 2.2(f) and Section 2.7(b) as applicable) shall be paid to Lenders in accordance with their respective Applicable Percentages for application to the Obligations in the following order: (i) first, to due and unpaid Lender Expenses; (ii) second, to due and unpaid Commitment Fee or Facility Fee; (iii) third, to accrued and unpaid interest at the Default Rate incurred pursuant to Section 2.3(b), with respect to past due amounts, if any; (iv) fourth, without duplication of amounts paid pursuant to clause (iii) above, to accrued, accrued and unpaid and uncapitalized interest at the Term Loan Rate; (v) fifth, to the Prepayment Premium; (vi) sixth, to the Makewhole Amount, if applicable; (vii) seventh, to the outstanding principal amount of the Term Loans being prepaid; and (viii) eighth, to any remaining amounts then due and payable under this Agreement and the other Loan Documents.
Appears in 1 contract
Samples: Loan Agreement (LumiraDx LTD)
Prepayment Application. Any prepayment of the Term Loans in accordance with the Term Loan Notes pursuant to Section 2.2(c) or as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a) (together with, to the extent applicable, with the accompanying Makewhole Amount, Prepayment Premium and Facility Fee or Additional Consideration that is payable pursuant to Section 2.2(e), Section 2.2(f) and Section 2.7(b) 2.7, as applicable) shall be paid to Lenders in accordance with their respective Applicable Percentages for application to the Obligations in the following order: (i) first, to due and unpaid Lender Expenses; (ii) second, to due and unpaid Commitment Fee or Facility Fee; (iii) third, to accrued and unpaid interest at the Default Rate incurred pursuant to Section 2.3(b), with respect to past due amounts, if any; (iviii) fourththird, without duplication of amounts paid pursuant to sub-clause (iiiii) above, to accrued, accrued and unpaid and uncapitalized interest at the Term Loan Rate; (iv) fourth, to accrued and unpaid Additional Consideration, if any; (v) fifth, to the Prepayment Premium; (vi) sixth, to the Makewhole Amount, if applicable; (vii) seventh, to the outstanding principal amount of the Term Loans being prepaidprepaid (in such order as the Collateral Agent or the Required Lenders may direct); and (viii) eighth, to any remaining amounts then due and payable under this Agreement and the other Loan Documents.
Appears in 1 contract
Samples: Loan Agreement (NovoCure LTD)
Prepayment Application. Any prepayment of the Term Loans in accordance with the Term Loan Notes pursuant to Section 2.2(c) ), or any payment of the Term Loans as a result of the occurrence of the maturity of the Term Loans pursuant to the proviso in the definition of Term Loan Maturity Date or the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a) (together with, to the extent applicable, with the accompanying Makewhole Amount, Amount and Prepayment Premium and Facility Fee that is payable pursuant to Section 2.2(e), Section 2.2(f) and Section 2.7(b) 2.2(f), as applicable) ), shall be paid to Lenders in accordance with their respective Applicable Percentages for application to the Obligations in the following order: (i) first, to due and unpaid Lender Expenses; (ii) second, to due and unpaid Commitment Fee or Facility FeeAdditional Consideration (if any); (iii) third, to accrued and unpaid interest at the Default Rate incurred pursuant to Section 2.3(b), with respect to past due amounts, if any; (iv) fourth, without duplication of amounts paid pursuant to clause (iii) above, to accrued, accrued and unpaid and uncapitalized interest at the Term Loan Rate; (v) fifth, to the Prepayment Premium; (vi) sixth, to the Makewhole Amount, if applicable; (vii) seventh, to the outstanding principal amount of the Term Loans being prepaid; and (viii) eighth, to any remaining amounts then due and payable under this Agreement and the other Loan Documents.
Appears in 1 contract
Prepayment Application. Any prepayment of the Term Loans in accordance with the Term Loan Notes pursuant to Section 2.2(c) or as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a) (together with, to the extent applicable, with the accompanying Makewhole Amount, Prepayment Premium and Facility Fee or Additional Consideration that is payable pursuant to Section 2.2(e), Section 2.2(f) and Section 2.7(b) 2.7, as applicable) shall be paid to Lenders in accordance with their respective Applicable Percentages for application to the Obligations in the following order: (i) first, to due and unpaid Lender Expenses; (ii) second, to due and unpaid Commitment Fee or Facility Fee; (iii) third, to accrued and unpaid interest at the Default Rate incurred pursuant to Section 2.3(b), with respect to past due amounts, if any; (iviii) fourththird, without duplication of amounts paid pursuant to sub-clause (iiiii) above, to accrued, accrued and unpaid and uncapitalized interest at the Term Loan Rate; (iv) fourth, to accrued and unpaid Additional Consideration, if any; (v) fifth, to the Prepayment Premium; (vi) sixth, to the Makewhole Amount, if applicable; (vii) seventh, to the outstanding principal amount of the Term Loans being prepaidprepaid (in such order as the Collateral Agent or the Required Purchasers may direct); and (viii) eighth, to any remaining amounts then due and payable under this Agreement and the other Loan Documents.
Appears in 1 contract
Prepayment Application. Any prepayment of the Term Loans in accordance with the Term Loan Notes pursuant to Section 2.2(c) or Section 8.1(a) (together with, to the extent applicable, with the accompanying Makewhole Amount, Amount or Prepayment Premium and Facility Fee that is payable pursuant to Section 2.2(e) or Section 2.2(f), Section 2.2(f) and Section 2.7(b) as applicable) shall be paid to Lenders in accordance with their respective Applicable Percentages for application to the Obligations in the following order: (i) first, to due and unpaid Lender Expenses; , (ii) second, to due accrued and unpaid Commitment Fee or Facility Fee; interest at the Default Rate (as applicable), (iii) third, to accrued and unpaid interest at the non-Default Rate incurred pursuant to Section 2.3(b)Rate, with respect to past due amounts, if any; (iv) fourth, without duplication of amounts paid pursuant to clause (iii) abovethe Prepayment Premium, to accruedif applicable, unpaid and uncapitalized interest at the Term Loan Rate; (v) fifth, to the Prepayment Premium; (vi) sixth, to the Makewhole Amount, if applicable; , (viivi) seventhsixth, to the outstanding principal amount of the Term Loans being prepaid; prepaid and (viiivii) eighthseventh, to any remaining amounts Obligations then due and payable under this Agreement Agreement. For the avoidance of doubt, to the extent there is any surplus after Payment in Full, such surplus shall be retained by Borrower (or returned by the Lenders to the Borrower, as the case may be) and shall not be payable hereunder, and to the other Loan Documentsextent such prepayment is not sufficient for Payment in Full, any deficiency shall continue to constitute Obligations hereunder.
Appears in 1 contract