Common use of Repayment of the Loans Clause in Contracts

Repayment of the Loans. The Companies (a) may prepay the Obligations from time to time in accordance with the terms and provisions of the Notes (and Section 17 hereof if such prepayment is due to a termination of this Agreement); (b) shall repay on the expiration of the Term (i) the then aggregate outstanding principal balance of the Loans together with accrued and unpaid interest, fees and charges and; (ii) all other amounts owed Laurus under this Agreement and the Ancillary Agreements; and (c) subject to Section 2(a)(ii), shall repay on any day on which the then aggregate outstanding principal balance of the Loans are in excess of the Formula Amount at such time, Loans in an amount equal to such excess (the “Excess Amount”); provided that, to the extent that the Companies fail to repay in full the Excess Amount within three days from the date such Excess Amount shall have first occurred, in addition to all other rights and remedies available to Laurus hereunder and under the Ancillary Agreements, Laurus shall have the right, but not the obligation, to sell, transfer or otherwise dispose of such Collateral as may be pledged to Laurus from time to time pursuant to the X’Xxxxxxx Stock Pledge Agreement to the extent necessary to generate cash proceeds sufficient to repay in full, and Laurus shall apply such cash proceeds in repayment of, such Excess Amount plus such other costs and expenses incurred by Laurus as a result thereof. Any payments of principal, interest, fees or any other amounts payable hereunder or under any Ancillary Agreement shall be made prior to 12:00 noon (New York time) on the due date thereof in immediately available funds.

Repayment of the Loans. The Companies Companies (a) may borrow and prepay Loans in accordance with the terms and conditions hereof, (b) may prepay the Obligations from time to time in accordance with the terms and provisions of the Notes (and Section 17 hereof if such prepayment is due to a termination of this Agreement); (bc) shall repay on the expiration of the Term (i) the then aggregate outstanding principal balance of the Loans together with accrued and unpaid interest, fees and charges and; (ii) all other amounts owed Laurus under this Agreement and the Ancillary Agreements; and (cd) subject to Section 2(a)(ii)2(a) and the provisos to subsections (w) and (l) of the definitions of “Eligible Accounts” and “Eligible Inventory”, respectively, shall repay on any day on which the then aggregate outstanding principal balance of the Loans are in excess of the Formula Amount at such time, Loans in an amount equal to such excess; provided, however, if such excess (the “Excess Amount”); provided that, is caused by an adjustment by Laurus to the extent that Formula Amount through the creation of reserves under Section 2(a)(i), the changing of advance percentages in Section 2(a)(iii), the amount of Eligible Accounts by reason of clause (w) in the definition thereunder or the amount of Eligible Inventory by reason of clause (l) in the definition thereunder, the Companies fail shall have an additional 60 days to repay in full the Excess Amount within three days from the date such Excess Amount shall have first occurred, in addition to all other rights and remedies available to Laurus hereunder and under the Ancillary Agreements, Laurus shall have the right, but not the obligation, to sell, transfer or otherwise dispose of such Collateral as may be pledged to Laurus from time to time pursuant to the X’Xxxxxxx Stock Pledge Agreement to the extent necessary to generate cash proceeds sufficient to repay in full, and Laurus shall apply such cash proceeds in repayment of, such Excess Amount plus such other costs and expenses incurred by Laurus as a result thereofexcess. Any payments of principal, interest, fees or any other amounts payable hereunder or under any Ancillary Agreement shall be made prior to 12:00 noon (New York time) on the due date thereof in immediately available funds.

Repayment of the Loans. The Companies (a) may prepay the Obligations Loans from time to time in accordance with the terms and provisions of the Notes (and Section 17 hereof if such prepayment is due to a termination of this Agreement); (b) shall repay on the respective Maturity Date (as defined in each of the Secured Convertible Term Note and the Secured Non-Convertible Term Note) (i) the then aggregate outstanding principal balance of the Term Loan together with accrued and unpaid interest, fees and charges and (ii) all other amounts owed Laurus under the Secured Convertible Term Note and the Secured Non-Convertible Term Note; (c) shall repay on the expiration of the Term (i) the then aggregate outstanding principal balance of the Revolving Loans together with accrued and unpaid interest, fees and charges and; (ii) all other amounts owed Laurus under this Agreement and the Ancillary Agreements; and (ciii) subject to Section 2(a)(ii), shall repay on any day on which the then aggregate outstanding principal balance of the Revolving Loans are in excess of the Formula Amount at such time, Revolving Loans in an amount equal to such excess (the “Excess Amount”); provided that, to the extent that the Companies fail to repay in full the Excess Amount within three days from the date such Excess Amount shall have first occurred, in addition to all other rights and remedies available to Laurus hereunder and under the Ancillary Agreements, Laurus shall have the right, but not the obligation, to sell, transfer or otherwise dispose of such Collateral as may be pledged to Laurus from time to time pursuant to the X’Xxxxxxx Stock Pledge Agreement to the extent necessary to generate cash proceeds sufficient to repay in full, and Laurus shall apply such cash proceeds in repayment of, such Excess Amount plus such other costs and expenses incurred by Laurus as a result thereofexcess. Any payments of principal, interest, fees or any other amounts payable hereunder or under any Ancillary Agreement shall be made prior to 12:00 noon (New York time) on the due date thereof in immediately available funds. Upon repayment or prepayment to Laurus of the Obligations in full, the Liens and rights granted to Laurus hereunder in the Collateral shall be terminated pursuant to Section 18.

Repayment of the Loans. The Companies (a) may prepay the Obligations from time to time in accordance with the terms and provisions of the Notes (and Section 17 18 hereof if such prepayment is due to a termination of this Agreement); (b) shall repay on the expiration of the Term Loan Term (i) the then aggregate outstanding principal balance of the A&R Closing Date Term Loan together with accrued and unpaid interest, fees and charges; and (ii) all other amounts owed the Lenders under the Secured Convertible Term Notes; (c) shall repay on the expiration of the Revolver Term (i) the then aggregate outstanding principal balance of the Revolving Loans together with accrued and unpaid interest, fees and charges andcharges; and (ii) all other amounts Obligations in respect of the Revolving Loans owed Laurus the Creditor Parties under this Agreement and the Ancillary Agreements; and (cd) subject to Section 2(a)(ii), shall repay on any day on which the then aggregate outstanding principal balance of the Revolving Loans are is in excess of the Formula Amount at such time, the Revolving Loans in an amount equal to such excess excess; and (e) shall repay on the “Excess Amount”)expiration of the Second Term Loan Term (i) the then aggregate outstanding principal balance of the Second Term Loan together with accrued and unpaid interest, fees and charges; provided that, to the extent that the Companies fail to repay in full the Excess Amount within three days from the date such Excess Amount shall have first occurred, in addition to and (ii) all other rights and remedies available amounts owed to Laurus hereunder and Valens U.S. under the Ancillary Agreements, Laurus shall have the right, but not the obligation, to sell, transfer or otherwise dispose of such Collateral as may be pledged to Laurus from time to time pursuant to the X’Xxxxxxx Stock Pledge Agreement to the extent necessary to generate cash proceeds sufficient to repay in full, and Laurus shall apply such cash proceeds in repayment of, such Excess Amount plus such other costs and expenses incurred by Laurus as a result thereofSecured Term Note. Any payments of principal, interest, fees or any other amounts payable hereunder or under any Ancillary Agreement shall be made prior to 12:00 noon (New York time) on the due date thereof in immediately available funds. For the avoidance of doubt, the parties agree that the Companies may prepay the Obligations under the Secured Term Note without prepaying the other Obligations, notwithstanding any terms or provisions in the Notes to the contrary.” (b) The following definitions in Annex A to the Security Agreement are hereby amended in their entirety to provide as follows:

Repayment of the Loans. The Companies Unless Laurus shall otherwise agree in writing, the Company shall be required to (a) may prepay the Obligations from time to time in accordance with the terms and provisions make a mandatory payment hereunder within five (5) days of the Notes date on which the aggregate outstanding principal balance of the Revolving Credit Advances made by Laurus to the Company hereunder is in excess of the Formula Amount (and which shall not include any Overadvances made available to the Company hereunder in connection with an Acquisition pursuant to Section 17 hereof if 2(a)(iii)) plus the sum of two million three hundred thousand dollars ($2,300,000), in an amount equal to such prepayment is due to a termination excess (unless repayment of this Agreementsuch excess shall be otherwise waived by Laurus); and (b) shall repay on the expiration of the Term (i) the then aggregate outstanding principal balance of the Loans made by Laurus to the Company hereunder together with accrued and unpaid interest, fees and charges and; and (ii) all other amounts owed Laurus under this Agreement and the Ancillary Agreements; and (c) subject to Section 2(a)(ii), shall repay on any day on which the then aggregate outstanding principal balance of the Loans are in excess of the Formula Amount at such time, Loans in an amount equal to such excess (the “Excess Amount”); provided that, to the extent that the Companies fail to repay in full the Excess Amount within three days from the date such Excess Amount shall have first occurred, in addition to all other rights and remedies available to Laurus hereunder and under the Ancillary Agreements, Laurus shall have the right, but not the obligation, to sell, transfer or otherwise dispose of such Collateral as may be pledged to Laurus from time to time pursuant to the X’Xxxxxxx Stock Pledge Agreement to the extent necessary to generate cash proceeds sufficient to repay in full, and Laurus shall apply such cash proceeds in repayment of, such Excess Amount plus such other costs and expenses incurred by Laurus as a result thereof. Any payments of principal, interest, fees or any other amounts payable hereunder or under any Ancillary Agreement shall be made prior to 12:00 noon (New York time) on the due date thereof in immediately available funds.

Repayment of the Loans. The Companies (a) may prepay The principal amount of the Obligations from time to time Term Loans (excluding Other Term Loans) of each Lender shall be repaid (i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of September 2017, in aggregate principal amounts, which amounts shall be reduced as a result of the application of prepayments in accordance with the terms and provisions of the Notes (Section 4.01 and Section 17 hereof if 4.03 (such prepayment is due to a termination of this Agreement); (b) shall repay on the expiration of the Term (i) the then aggregate outstanding principal balance of the Loans together with accrued and unpaid interestamounts, fees and charges and; (ii) all other amounts owed Laurus under this Agreement and the Ancillary Agreements; and (c) subject to Section 2(a)(ii), shall repay on any day on which the then aggregate outstanding principal balance of the Loans are in excess of the Formula Amount at such time, Loans in an amount equal to such excess (the “Excess Amount”); provided that, to the extent that the Companies fail to repay in full the Excess Amount within three days from the date such Excess Amount shall have first occurred, in addition to all other rights and remedies available to Laurus hereunder and under the Ancillary Agreements, Laurus shall have the right, but not the obligation, to sell, transfer or otherwise dispose of such Collateral as may be pledged to Laurus adjusted from time to time pursuant to Section 4.01 and Section 4.03, the X’Xxxxxxx Stock Pledge Agreement "Term Loan Repayment Amount") equal to 0.25% of the aggregate principal amount of such Term Loans outstanding on the Closing Date and (ii) on the Term Loan Maturity Date, in an amount equal to the extent necessary aggregate principal amount outstanding on such date. (b) The Borrowers shall pay to generate cash proceeds sufficient the Administrative Agent, for the account of the applicable Incremental Lenders, on each Incremental Repayment Date, including the Incremental Maturity Date, a principal amount of the Other Term Loans equal to repay the amount set forth for such date in fullthe applicable Incremental Assumption Agreement, and Laurus which amounts shall apply such cash proceeds in repayment of, such Excess Amount plus such other costs and expenses incurred by Laurus be reduced as a result thereofof the application of prepayments in accordance with Section 4.01 and Section 4.03 (such amounts, as adjusted from time to time pursuant to Sections 4.01 and 4.03, the "Incremental Repayment Amount"). (c) All repayments pursuant to this Section 4.05 shall be accompanied by accrued and unpaid interest on the principal amount paid to but excluding the date of payment, but shall otherwise be without premium or penalty. Any payments of principal, interest, fees In the event that any Loans are purchased or acquired by the Borrowers under Section 2.13 or any other amounts payable hereunder portion of any Loans are converted into a new Extension Series pursuant to an Extension Amendment effected pursuant to Section 2.14, then the Term Loan Repayment Amount and the Incremental Repayment Amount attributable to each Term Loan or under any Ancillary Agreement shall be made Other Term Loan of each Class or Extension Series, as applicable, that was outstanding prior to 12:00 noon (New York time) on and remains outstanding after a purchase offer by the due date thereof in immediately available fundsBorrower or Extension Amendment, as the case may be, will not be reduced or otherwise affected by such transaction.

Repayment of the Loans. The Companies (a) may prepay the Obligations from time to time in accordance with the terms and provisions of the Notes (and Section 17 hereof if such prepayment is due to a termination of this Agreement); (b) shall repay on the expiration of the Term Loan Term (i) the then aggregate outstanding principal balance of the Term Loan together with accrued and unpaid interest, fees and charges and: (ii) all other amounts owed Calliope under the Secured Convertible Term Note; (c) shall repay on the expiration of the Revolver Term (i) the then aggregate outstanding principal balance of the Revolving Loans together with accrued and unpaid interest, fees and charges and; (ii) all other amounts Obligations in respect of the Revolving Loans owed Laurus Calliope under this Agreement and the Ancillary Agreements; and (c) subject to Section 2(a)(ii), shall repay on any day on which the then aggregate outstanding principal balance of the Receivable Revolving Loans are in excess of the Receivable Formula Amount at such time, Receivable Loans in an amount equal to such excess; and (d) subject to Section 2(a)(ii), shall repay on any day on which the then aggregate outstanding principal balance of the Purchase Order Revolving Loans are in excess (of the “Excess Amount”); provided thatPurchase Order Formula Amount at such time, Purchase Order Revolving Loans in an amount equal to the extent that the Companies fail to repay in full the Excess Amount within three days from the date such Excess Amount shall have first occurred, in addition to all other rights and remedies available to Laurus hereunder and under the Ancillary Agreements, Laurus shall have the right, but not the obligation, to sell, transfer or otherwise dispose of such Collateral as may be pledged to Laurus from time to time pursuant to the X’Xxxxxxx Stock Pledge Agreement to the extent necessary to generate cash proceeds sufficient to repay in full, and Laurus shall apply such cash proceeds in repayment of, such Excess Amount plus such other costs and expenses incurred by Laurus as a result thereofexcess. Any payments of principal, interest, fees or any other amounts payable hereunder or under any Ancillary Agreement shall be made prior to 12:00 noon (New York time) on the due date thereof in immediately available funds.

Repayment of the Loans. The Companies (a) may prepay the Obligations from time to time in accordance with the terms and provisions of the Notes (and Section 17 18 hereof if such prepayment is due to a termination of this Agreement); (b) shall repay on the expiration of the Term Loan Term (i) the then aggregate outstanding principal balance of the Term Loan together with accrued and unpaid interest, fees and charges; and (ii) all other amounts owed the Lenders under the Secured Convertible Term Notes; (c) shall repay on the expiration of the Revolver Term (i) the then aggregate outstanding principal balance of the Revolving Loans together with accrued and unpaid interest, fees and charges andcharges; and (ii) all other amounts Obligations in respect of the Revolving Loans owed Laurus the Creditor Parties under this Agreement and the Ancillary Agreements; and (cd) subject to Section 2(a)(ii), shall repay on any day on which the then aggregate outstanding principal balance of the Receivable Revolving Loans are in excess of the Receivable Formula Amount at such time, the Receivable Revolving Loans in an amount equal to such excess; and (e) subject to Section 2(a)(ii), shall repay on any day on which the then aggregate outstanding principal balance of the Purchase Order Revolving Loans are in excess (of the “Excess Amount”); provided thatPurchase Order Formula Amount at such time, Purchase Order Revolving Loans in an amount equal to the extent that the Companies fail to repay in full the Excess Amount within three days from the date such Excess Amount shall have first occurred, in addition to all other rights and remedies available to Laurus hereunder and under the Ancillary Agreements, Laurus shall have the right, but not the obligation, to sell, transfer or otherwise dispose of such Collateral as may be pledged to Laurus from time to time pursuant to the X’Xxxxxxx Stock Pledge Agreement to the extent necessary to generate cash proceeds sufficient to repay in full, and Laurus shall apply such cash proceeds in repayment of, such Excess Amount plus such other costs and expenses incurred by Laurus as a result thereofexcess. Any payments of principal, interest, fees or any other amounts payable hereunder or under any Ancillary Agreement shall be made prior to 12:00 noon (New York time) on the due date thereof in immediately available funds.

Repayment of the Loans. The Companies In consideration of Lender’s forbearance hereunder and pursuant to the XXXX Entities Guaranty, the XXXX Entities, jointly and severally, shall pay the following amounts against the Outstanding Balance: (a) the XXXX Entities shall pay monthly installments in the amount of twenty-five thousand dollars ($25,000), commencing as of March 1, 2011, and continuing on the first (1st) calendar day of each calendar month thereafter, such installment to be applied first to accrued but unpaid interest and late fees, and the balance to be applied to the principal of the Loans, allocated among the Loans as Lender shall determine in her sole discretion; (b) any of the XXXX Entities may prepay the Obligations from time to time Loans, in accordance with whole or in part, at any time, without premium or penalty; (c) the terms and provisions Loans shall be immediately payable in full upon the occurrence of a Change in Control of Soupman or the occurrence of a Forbearance Default; (d) if any of the Notes (and Section 17 hereof if such prepayment is due to a termination of this Agreement); (b) Soupman Entities shall repay on the expiration of the Term receive proceeds from (i) any sale of equity or debt securities (whether in a public or private offering, and excluding proceeds from the exercise of stock options of Soupman which are outstanding on the date hereof), or (ii) any borrowing of funds (other than trade payables), then aggregate outstanding principal balance the XXXX Entities shall make a mandatory payment of the Loans together with accrued and unpaid interest, fees and charges and; (ii) all other amounts owed Laurus under this Agreement and the Ancillary Agreements; and (c) subject to Section 2(a)(ii), shall repay on any day on which the then aggregate outstanding principal balance of the Loans are in excess of the Formula Amount at such time, Loans cash in an amount equal to not less than twenty percent (20%) of the gross proceeds therefrom, such excess payment to be made not later than five (5) Business Days following receipt of such proceeds by any of the “Excess Amount”); provided that, Soupman Entities; (e) all prepayments and repayments of the Loans shall be applied first to the extent that the Companies fail to repay in full the Excess Amount within three days from the date such Excess Amount shall have first occurredpayment of accrued and unpaid interest and fees, in addition to all other rights and remedies available to Laurus hereunder and under the Ancillary Agreements, Laurus shall have the right, but not the obligation, to sell, transfer or otherwise dispose of such Collateral as may be pledged to Laurus from time to time pursuant then to the X’Xxxxxxx Stock Pledge Agreement to principal of the extent necessary to generate cash proceeds sufficient to repay Loans, as Lender shall determine in full, and Laurus her sole discretion; and (f) Lender shall apply such cash proceeds in repayment of, such Excess Amount plus such other costs and expenses incurred by Laurus as a result thereof. Any payments of principal, interest, fees or any other amounts payable hereunder or under any Ancillary Agreement shall be made prior to 12:00 noon (New York time) on provide XXXX with wire transfer instructions for the due date thereof in immediately available fundsforegoing payments.