Repayment Premiums. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if all or any portion of the Loans are repaid, or required to be repaid, pursuant to this Section 2.03, Section 3.04, Article IX, Section 11.13 or otherwise (excluding (i) payments made, or required to be made, by the Borrower pursuant to Section 2.05 and (ii) deemed repayments made pursuant to Section 2.14 following any Converting Lender’s exercise of its conversion rights pursuant to the terms of the Conversion Instrument held by it), then, in all cases, the Borrower shall pay to the Lenders, for their respective ratable accounts, on the date on which such repayment is paid or required to be paid, in addition to the other Obligations so repaid or required to be repaid, a repayment premium equal to: (i) with respect to any repayment paid or required to be paid on or prior to June 30, 2024, (A) in connection with a Takeover Change of Control, fifteen percent (15.00%) of the principal amount of the Loans repaid or required to be repaid and (B) other than in connection with a Takeover Change of Control, the Make-Whole Amount with respect to such repayment, (ii) with respect to any repayment paid or required to be paid after June 30, 2024 but on or prior to June 30, 2025, four percent (4.00%) of the principal amount of the Loans repaid or required to be repaid, (iii) with respect to any repayment paid or required to be paid after June 30, 2025 but on or prior to June 30, 2026, three percent (3.00%) of the principal amount of the Loans repaid or required to be repaid, and (iv) with respect to any repayment paid or required to be paid after June 30, 2026, two percent (2.00%) of the principal amount of the Loans repaid or required to be repaid.
Repayment Premiums. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if all or any portion of the principal amount of any Loans are repaid, or required to be repaid, pursuant to this Section 2.03, Article IX or otherwise (other than, for the avoidance of doubt, Section 2.05), then, in all cases, the Borrower shall pay to the Lenders, for their respective ratable accounts, on the date on which such repayment is paid or required to be paid, in addition to the other Obligations so repaid or required to be repaid, a repayment premium equal to: (i) with respect to any repayment paid or required to be paid on or prior to the twenty-four (24) month anniversary of the Closing Date, an amount equal to the Make-Whole Amount (Months 1-24) with respect to such repayment, (ii) with respect to any repayment paid or required to be paid after the twenty-four (24) month anniversary of the Closing Date, but on or prior to the thirty (30) month anniversary of the Closing Date, an amount equal to the Make-Whole Amount (Months 25-30) with respect to such repayment, (iii) with respect to any repayment paid or required to be paid after the thirty (30) month anniversary of the Closing Date but on or prior to the thirty-six (36) month anniversary of the Closing Date, an amount equal to three and one half of one percent (3.50%) of the principal amount of such Loan that is repaid or required to be repaid, (iv) with respect to any repayment paid or required to be paid after the thirty-six (36) month anniversary of the Closing Date but on or prior to the forty-eight (48) month anniversary of the Closing Date, an amount equal to one and one half of one percent (1.50%) of the principal amount of such Loan that is repaid or required to be repaid, and (v) with respect to any repayment paid or required to be paid thereafter, an amount equal to zero percent (0%) of the principal amount of such Loan that is repaid or required to be repaid. Such repayment premiums shall be fully earned when paid and shall be non-refundable for any reason whatsoever.
Repayment Premiums. Notwithstanding anything to the contrary in this Agreement or any other Note Document, if all or any portion of the principal amount of any Notes are repaid, or required to be repaid, pursuant to this Section 2.03, Article IX or otherwise (excluding, for the avoidance of doubt, payments made, or required to be made, by the Issuer pursuant to Section 2.05), then, in all cases, the Issuer shall pay to the Purchasers, for their respective ratable accounts, at the Administrative Agent’s Office, on the date on which such repayment is paid or required to be paid, in addition to the other Obligations so repaid or required to be repaid, a repayment premium equal to: (i) with respect to any repayment paid or required to be paid on or prior to the first (1st) anniversary of the Notes Issuance Date with respect to such Notes, an amount equal to the Make-Whole Amount with respect to such repayment, (ii) with respect to any repayment paid or required to be paid after the first (1st) anniversary of the Notes Issuance Date with respect to such Notes but on or prior to the second (2nd) anniversary of the Notes Issuance Date with respect to such Notes, two percent (2.00%) of the principal amount of such Notes that is repaid or required to be repaid and (iii) with respect to any repayment paid or required to be paid thereafter, zero percent (0.00%) of the principal amount of such Notes that is repaid or required to be repaid.
Repayment Premiums. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if all or any portion of the principal amount of any Loans are repaid or prepaid, or required to be repaid or prepaid, at any time on or prior to the [***]anniversary of the Closing Date, pursuant to this Section 2.03, Article IX or otherwise, then, in all such cases, the Borrower shall pay to the Administrative Agent, for the respective ratable accounts of the Lenders, on the date on which such repayment is paid or prepaid or required to be paid or prepaid, in addition to the other Obligations so repaid or required to be repaid or prepaid, a repayment premium in an amount equal to the Make-Whole Amount with respect to such repayment or prepayment.
