Common use of Term and Prepayment Clause in Contracts

Term and Prepayment. (a) The principal amount of the Advance, together with all accrued but unpaid interest and other costs or charges payable hereunder from time to time in connection with such Advance (collectively the "Outstanding Balance"), will be immediately due and payable by the Borrower to the Lender on the earlier of (the "Maturity Date"): (i) November 7, 2008; (ii) the date of any change of control of the Borrower or the Subsidiaries of the Borrower ("control" being defined as ownership of or control or direction over, directly or indirectly, 20% or more of the outstanding voting securities of the Borrower by any party other than the Lender); or (iii) the occurrence of an Event of Default. (b) If after the Advance, the Borrower or any of its Subsidiaries sell or otherwise dispose of any assets outside of the ordinary course of business, or close one or more equity or debt financings, the Borrower will pay or cause to be paid to the Lender all proceeds from such sale, disposition or financing, net of legal fees, financing fees and any other actual out-of-pocket costs incurred by the Borrower in connection with such sale, disposition or financing, up to the full amount of the Outstanding Balance, to be applied on account of the Outstanding Balance. Any payment made under this paragraph will be without notice or penalty. (c) In addition to its obligation to prepay the Facility under subparagraph (b) above, the Borrower may prepay the Outstanding Balance including all accrued interest thereon, in whole at any time before maturity, provided that such prepayment is made on the last Business Day of the calendar month and the Borrower has provided to the Lender not less than ten (10) Business Days’ prior written notice of its intention to prepay the Facility.

Term and Prepayment. ​ (a) The principal amount Upon the Maturity Date of the AdvanceLoan, together with Borrower shall pay to Agent for the pro rata benefit of the Lenders (i) all outstanding principal and accrued but unpaid interest and other costs or charges payable hereunder from time to time in connection with such Advance (collectively the "Outstanding Balance"), will be immediately due and payable by the Borrower to the Lender on the earlier of (the "Maturity Date"): (i) November 7, 2008; Loan and (ii) all other Obligations relating to the date of any change of control of the Borrower Loan then due to or incurred by Agent or the Subsidiaries of the Borrower ("control" being defined as ownership of or control or direction over, directly or indirectly, 20% or more of the outstanding voting securities of the Borrower by any party other than the Lender); or (iii) the occurrence of an Event of DefaultLenders. (b) If after On any Payment Date, so long as no Default or Event of Default has occurred hereunder, Borrower shall have the Advance, the Borrower or any of its Subsidiaries sell or otherwise dispose of any assets outside of the ordinary course of business, or close one or more equity or debt financings, the Borrower will pay or cause to be paid to the Lender all proceeds from such sale, disposition or financing, net of legal fees, financing fees and any other actual out-of-pocket costs incurred by the Borrower in connection with such sale, disposition or financing, up to the full amount of the Outstanding Balance, to be applied on account of the Outstanding Balance. Any payment made under this paragraph will be without notice or penalty. right upon thirty (c30) In addition to its obligation to prepay the Facility under subparagraph (b) above, the Borrower may prepay the Outstanding Balance including all accrued interest thereon, in whole at any time before maturity, provided that such prepayment is made on the last Business Day of the calendar month and the Borrower has provided to the Lender not less than ten (10) Business Daysdays’ prior written notice to Agent, to make a voluntary prepayment (a “Voluntary Prepayment”) of its intention all or a portion (in a minimum amount of $1,000,000 and integrate multiples of $100,000 in excess thereof) of the principal amount of all of the Term Loans then outstanding. If the Borrower elects to prepay the FacilityTerm Loans pursuant to this Section1.2(b) or otherwise, or if the Term Loans are mandatorily prepaid in whole or in part pursuant to any other clause of this Section 1.2 (each, a “Mandatory Prepayment” and together with any Voluntary Prepayment, the “Prepayments”), the Borrower shall pay to the Agent for the benefit of the Lenders a prepayment fee as follows: (i) in the case of any Prepayment (other than under Section 1.2(f) or (h)) made prior to the first anniversary of the Closing Date, 3% of the principal Loan amount being prepaid on the date of such Prepayment; (ii) in the case of any Prepayment (other than under Section 1.2(f) or (h)) made on or after the first anniversary of the Closing Date and prior to the second anniversary of the Closing Date, 2% of the principal Loan amount being prepaid on the date of such Prepayment; and (iii) in the case of any Prepayment (other than under Section 1.2(f) or (h)) made on or after the second anniversary of the Closing Date and prior to the third anniversary of the Closing Date, 1% of the principal Loan amount being prepaid on the date of such Prepayment. Each Lender shall have the right in its sole discretion to decline any Mandatory Prepayment in accordance with Section 1.2(i) below.

Term and Prepayment. (a) The principal amount Subject to subsections 3(b) and (c), the Tax Loan shall be payable by the Borrower to EMCLP in equal annual instalments commencing on the first anniversary of the Advancedate of the advance of the Tax Loan, together and continuing annually thereafter, with any remaining balance being due and payable on December 31, 2020; (b) Any outstanding principal balance of the Tax Loan and all accrued but unpaid interest interest, bonus and other costs or charges payable hereunder from time to time in connection with such Advance or under the security documents (collectively the "“Outstanding Balance"”), will be immediately due and payable by the Borrower to the Lender on the earlier of (the "Maturity Date"):of: (i) November 7, 2008the exercise by EPMI of a Termination Right (as defined in the SD PSA) in accordance with Part 17 of the SD PSA; (ii) the date of any change of control election by EPMI under Part 17 of the Borrower or SD PSA to terminate its rights and obligations under the Subsidiaries of the Borrower ("control" being defined as ownership of or control or direction over, directly or indirectly, 20% or more of the outstanding voting securities of the Borrower by any party other than the Lender); orSD PSA; (iii) the election by the Borrower under Part 17 of the SD PSA to terminate its rights and obligations under the SD PSA; (iv) the occurrence of an Event of Default; and (v) the date of any disposition by the Borrower of all or a portion of its interest in the SD PSA in the event that the Borrower has not made arrangements satisfactory to the Lender, in its discretion, with respect to providing replacement security or performance assurance to satisfy the Borrower’s obligations under this Agreement and the Extension Loan Agreement. (bc) If after Upon the Advanceoccurrence of any of the events set out in sections 3.7 or 5.5 of the Tax Agreement, the Borrower or any of its Subsidiaries sell or otherwise dispose of any assets outside of the ordinary course of business, or close one or more equity or debt financings, the Borrower will shall pay or cause to be paid to the Lender all proceeds from the amounts described in such salesections, disposition or financingas applicable, net of legal feesin accordance with the provisions set out therein, financing fees and any other actual out-of-pocket costs incurred by the Borrower in connection with such sale, disposition or financing, up payments will be applied to the full amount outstanding principal balance of the Outstanding Balance, Tax Loan. The annual instalment payments referenced in subsection 3(a) above shall be adjusted for the remainder of the Term of the Tax Loan to take into account such payments. (d) All payments made hereunder will be applied on account of the Outstanding Balance. Any payment made under this paragraph will be without notice , first to interest and any other costs or penalty. (c) In addition charges then owing, then to its obligation to prepay the Facility under subparagraph (b) above, the Borrower may prepay the Outstanding Balance including all accrued interest thereon, in whole at any time before maturity, provided that such prepayment is made on the last Business Day of the calendar month and the Borrower has provided to the Lender not less than ten (10) Business Days’ prior written notice of its intention to prepay the Facility.principal;