Common use of Applicable Premium Clause in Contracts

Applicable Premium. (a) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium. (b) Any Applicable Premium payable in accordance with this Section 4.3 shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) The Loan Parties expressly agree that: (i) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; (iv) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Collateral Agent, for the account of the Lenders in accordance with their Pro Rata Sharesa written agreement among the Agents and the Lenders, the Applicable Premium. (bii) Any Applicable Premium payable in accordance with this Section 4.3 2.06(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s 's length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this Section 2.06(b) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium. (bii) Any Applicable Premium payable in accordance with this Section 4.3 2.07(c) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this Section 2.07(c) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (a) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the sole and separate account of Administrative Agent, the Lenders applicable premium (each such applicable premium, an “Applicable Premium”), calculated in accordance with their Pro Rata Sharesthis Section 5.2. (a) Without limiting the generality of Sections 6.2 and 6.3, and notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is understood and agreed that if the Obligations are accelerated as a result of the occurrence and continuance of any Event of Default (including by operation of law or otherwise), the Applicable Premium. (b) , if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the Term Loans were repaid or prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Premium payable in accordance with this Section 4.3 5.2 shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event Event, and Borrower and the other Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES The Applicable Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other similar remedial actions taken by Administrative Agent or any Lender or by any other means. BORROWER EXPRESSLY WAIVE WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. (cb) The Loan Parties Borrower expressly agree that: agrees that (ia) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; , (iib) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; , (iiic) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; , (ivd) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; Section 5.2, (vE) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the Commitments and make the Term Loans, and and (vif) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (c) Each Applicable Premium will be equal to: (I) in the case of any Term Loan (other than Term A-2 Loans), (A) if the repayment of the applicable Term Loan occurs within 12 months after the Closing Date, the sum of (i) the principal amount of such repayment multiplied by 2.00% and (ii) the present value of all interest that would have otherwise been payable on the amount of such principal prepayment from the date of such prepayment to and including the date that is twelve months after the Closing Date, computed using a discount rate equal to the Treasury Rate plus 50 basis points, and (B) thereafter, an amount determined by multiplying the principal amount of the Term Loans repaid by the following applicable percentage amount: (i) 2.00% if that repayment occurs more than 12 months after the Closing Date but within 24 months after the Closing Date; (iii) 1.00% if that repayment occurs more than 24 months after the Closing Date but within 36 months after the Closing Date; and (iv) 0% if that repayment occurs more than 36 months after the Closing Date. (II) in the case of any Term A-2 Loans, a payment equal to the principal amount of the Term A-2 Loans being prepaid multiplied by the applicable Prepayment Percentage.

Applicable Premium. (a) Upon In the occurrence event of an Applicable Premium Trigger Event, the Borrower Issuer shall pay to the AgentTrustee, for payment to the account Holders of the Lenders in accordance with their Pro Rata SharesSecurities, the aggregate principal amount of the Securities being or required to be redeemed, repurchased or otherwise paid plus the Applicable Premium. Premium (bwithout duplication). Without limiting the generality of this Section 10.01, it is understood and agreed that if the Securities are accelerated as a result of an Event of Default (including, but not limited to Section 5.01(i), Section 5.01(j) Any or upon the occurrence or commencement of any bankruptcy or insolvency proceeding or other event pursuant to any applicable Debtor Relief Laws (including the acceleration of claims by operation of law)), the Securities that become due and payable shall include the Applicable Premium determined as of such date if the Securities were optionally redeemed pursuant to this Article 10 on such date, which shall become immediately due and payable by the Issuer and the Guarantors and shall constitute part of the Obligations as if the Securities were being optionally redeemed or repaid as of such date, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a good faith reasonable estimate and calculation of each beneficial holder’s lost profits and/or actual damages as a result thereof. The Applicable Premium shall also be automatically and immediately due and payable if the Obligations are satisfied or released by foreclosure (whether by power of judicial proceeding or otherwise), deed in lieu of foreclosure, or by any other means in connection with an Event of Default described in the preceding sentence, including without limitation, under a plan of reorganization or similar manner in any bankruptcy, insolvency or similar proceeding. The Applicable Premium payable in accordance with pursuant to this Section 4.3 Indenture shall be presumed to be equal to the liquidated damages sustained by the Lenders each beneficial holder as the result of the occurrence early repayment or prepayment of the Applicable Premium Trigger Event Securities (and not unmatured interest or a penalty) and the Loan Parties Issuer and the Guarantors agree that it is reasonable under the circumstances currently existing. If the Applicable Premium becomes due and payable pursuant to this Indenture, the Applicable Premium shall be deemed to be principal of the Securities and Obligations under this Indenture and interest shall accrue on the full principal amount of the Securities (including the Applicable Premium). In the event the Applicable Premium is determined not to be due and payable by order of any court of competent jurisdiction, including, without limitation, by operation of the Bankruptcy Code, the Applicable Premium shall nonetheless constitute Obligations under this Indenture for all purposes hereunder. THE LOAN PARTIES ISSUER AND THE GUARANTORS EXPRESSLY WAIVE (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. . The Issuer and the Guarantors expressly acknowledge and agree (cto the fullest extent they may lawfully do so) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; , (iiB) the Applicable Premium shall each be payable under the circumstances described herein notwithstanding the then prevailing market rates at the time payment or redemption is made; , (iiiC) there has been a course of conduct between the Lenders beneficial holders, the Issuer and the Loan Parties Guarantors giving specific consideration in this transaction for such agreement to pay the Applicable Premium; Premium under the circumstances described herein, (ivD) the Loan Parties Applicable Premium shall not constitute unmatured interest, whether under section 502(b) of the Bankruptcy Code or otherwise, (E) the Applicable Premium does not constitute a penalty or an otherwise unenforceable or invalid obligation, (F) the Issuer and the Guarantors shall not challenge or question, or support any other person in challenging or questioning, the validity or enforceability of the Applicable Premium or any similar or comparable prepayment fee under the circumstances described herein, and the Issuer and the Guarantors shall be estopped from raising or relying on any judicial decision or ruling questioning the validity or enforceability of any prepayment fee similar or comparable to the Applicable Premium, and (G) the Issuer and the Guarantors shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) their . The Issuer and the Guarantors expressly acknowledge that its agreement to pay or guarantee the payment of the Applicable Premium is to the beneficial holders as herein described are individually and collectively a material inducement to Lenders the beneficial holders to provide purchase the Commitments Securities. Any reference to “par” will include any Applicable Premium or accrued and make the Loans, and (vi) unpaid interest that is added to principal theretofore so added. The parties acknowledge that the Applicable Premium represents provided for under this Indenture is believed to represent a good faith, reasonable genuine estimate and calculation of the lost profits or damages of the Agents and the Lenders and losses that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost suffered by the Agents and the Lenders beneficial holders as a result of such Applicable Premium Trigger Eventthe Issuer’s and the Guarantors’ breach of its obligations under this Indenture. The Issuer and the Guarantors waive, to the fullest extent permitted by law, the benefit of any statute affecting its liability hereunder or the enforcement hereof. Nothing in this paragraph is intended to limit, restrict, or condition any of the Issuer’s and the Guarantors’ obligations, rights or remedies hereunder.

Applicable Premium. (a) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium. (b) Any Applicable Premium payable in accordance with this Section 4.3 shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) The Loan Parties expressly agree that: (i) the Applicable Premium is reasonable and is the product of an arm’s 's length transaction between sophisticated business people, ably represented by counsel; (ii) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; (iv) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower Borrowers shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium. (bii) Any Applicable Premium payable in accordance with this Section 4.3 2.06(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this Section 2.06(b) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the ratable account of the Lenders in accordance with their Pro Rata Sharesa written agreement among the Agents and the Lenders, the Applicable Premium. (bii) Any Applicable Premium payable in accordance with this Section 4.3 2.06(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this Section 2.06(b) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium. (bii) Any Applicable Premium payable in accordance with this Section 4.3 2.10(d) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existingexisting and it does not constitute unmatured interest under the Loan. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) . The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents Agent and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents Agent and the Lenders or profits lost by the Agents Agent and the Lenders as a result of such Applicable Premium Trigger Event.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium. (bii) Any Applicable Premium payable in accordance with this Section 4.3 2.06(a) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and ; and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this Section 2.06(a) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Collateral Agent, for the account of the Lenders in accordance with their Pro Rata Sharesa written agreement among the Agents and the Lenders, the Applicable Premium. (bii) Any Applicable Premium payable in accordance with this Section 4.3 2.06(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this Section 2.06(b) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (a) Upon the occurrence of an If any Applicable Premium Trigger EventEvent occurs, the then Borrower shall pay to the Agent, for the account of the Lenders in accordance with their Pro Rata SharesLender, the Applicable Premium. (b) Any . In any such case, the Applicable Premium shall constitute part of the Obligations payable in accordance with this Section 4.3 shall be presumed to be equal to the liquidated damages sustained by Xxxxxxxx (and guaranteed by the Lenders Guarantors) in respect of the Loan, which Obligations are guaranteed by the Guarantors and secured by the Collateral, and constitutes liquidated damages, not unmatured interest or a penalty, as the actual amount of damages to Lender as a result of the relevant Applicable Premium Event would be impracticable and extremely difficult to ascertain. The Applicable Premium is provided by mutual agreement of Borrower and the Guarantors and Lender as a reasonable estimation and calculation of such actual lost profits and other actual damages of Lender. Without limiting the generality of the foregoing, it is understood and agreed that upon the occurrence of any Applicable Premium Event, the Applicable Premium Trigger Event shall be automatically and immediately due and payable and shall constitute part of the Obligations payable by Borrower (and guaranteed by the Guarantors) in respect of the Loan Parties agree that it is reasonable under which Obligations are secured by the circumstances currently existingCollateral. The Applicable Premium shall also be automatically and immediately due and payable if the Obligations are satisfied, released or discharged by foreclosure (whether by power of judicial proceeding or otherwise), deed in lieu of foreclosure or by any other means. BORROWER, FOR ITSELF AND ON BEHALF OF THE LOAN PARTIES GUARANTORS, HEREBY EXPRESSLY WAIVE WAIVES (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR OTHER LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. SUCH EVENTS, ANY RESCISSION OF SUCH ACCELERATION OR THE COMMENCEMENT OF ANY BANKRUPTCY OR INSOLVENCY EVENT. Borrower, for itself and on behalf of the Guarantors, expressly agrees (cto the fullest extent it and they may lawfully do so) The Loan Parties expressly agree that: that with respect to the Applicable Premium payable under the terms of this Agreement: (i) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business peopleparties, ably represented by counsel; ; (ii) the Applicable Premium shall be payable notwithstanding the then then-prevailing market rates at the time payment is made; ; (iii) there has been a course of conduct between the Lenders Lender and Borrower and the Loan Parties Guarantors giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; and (iv) Borrower and the Loan Parties Guarantors shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) . Borrower, for itself and on behalf of and the Guarantors, expressly acknowledges that their agreement to pay the Applicable Premium as herein described is a material inducement to Lenders Lender’s agreement to provide enter into this Agreement and to extend the Commitments and make the Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult Loan to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger EventBorrower.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower Borrowers shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium. (bii) Any Applicable Premium payable in accordance with this Section 4.3 2.06(f) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s 's length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this Section 2.06(f) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (a) i. Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium. (b) ii. Any Applicable Premium payable in accordance with this Section 4.3 2.07(c) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) iii. The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. iv. Nothing contained in this Section 2.07(c) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium. (bii) Any Applicable Premium payable in accordance with this Section 4.3 2.06(a) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this Section 2.06(a) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (a) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower Borrowers shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata SharesShares (solely in respect of the Term Loans), the Applicable Premium. (b) Any Applicable Premium payable in accordance with this Section 4.3 2.06(d) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION.. 137907439v16 (c) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s 's length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (d) Nothing contained in this Section 2.06(d) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (a1) Upon In the occurrence event that (i) the Company’s obligations under this Indenture cease to be of effect as a result of satisfaction or discharge pursuant to Article 10 of this Indenture or (ii) any acceleration of the Notes occurs (and is not rescinded) or the Notes otherwise become due and payable prior to their Maturity Date as a result of an Event of Default (including, without limitation, an Event of Default specified in clause (10) or (11) of Section 6.01) (any such event, an “Applicable Premium Trigger Event,” and the date of any such Applicable Premium Event, the Borrower shall pay an “Applicable Premium Date”), a payment in an amount equal to the AgentApplicable Premium shall be immediately due and payable (subject to rescission, for in the account event that the underlying acceleration is rescinded), unless waived by the Holders of a majority of then-outstanding principal amount of the Lenders Notes, on the principal amount so accelerated or that has become or is declared to be immediately due and payable, and such Applicable Premium shall constitute part of the obligations in accordance respect of such acceleration or other declaration. The Applicable Premium shall be payable along with their Pro Rata Sharesthe principal of, and any accrued and unpaid interest on, the Notes payable as a result of such Applicable PremiumPremium Event. (b2) The Applicable Premium provided for in Section 6.12(1) shall be paid in view of the impracticality and extreme difficulty of ascertaining actual damages and by mutual agreement of the Company and the Holders of the Notes as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any Applicable Premium payable in accordance with this Section 4.3 shall be presumed to be equal to the liquidated damages sustained by the Lenders each Holder as the result of the occurrence of the an Applicable Premium Trigger Event Event, and the Loan Parties agree Company agrees that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c3) The Loan Parties Company expressly agree that:waives (to the fullest extent it may lawfully do so) the provisions of any present or future statute or law that prohibits or may prohibit the collection of the Applicable Premium in connection with any such acceleration or declaration. (i4) The Company expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders Holders and the Loan Parties Company giving specific consideration in this transaction connection with the issuance of the Notes for such agreement to pay the Applicable Premium; ; and (ivD) the Loan Parties Company shall be estopped hereafter following the issuance of the Notes from claiming differently than as agreed to in this paragraph; (vSection 6.12(3) their and Section 6.12(4). The Company expressly acknowledges that its agreement to pay the Applicable Premium to Holders, if required by this Section 6.12, is a material inducement to Lenders to provide Holders’ purchase of the Commitments and make the Loans, and (vi) the Notes. The Applicable Premium represents a good faith, reasonable estimate and calculation shall constitute part of the lost profits or damages Holders’ claim in respect of the Agents Notes in the event of a bankruptcy or liquidation, and such claim shall be allowed against the Lenders and that it would be impractical and extremely difficult debtors without the need to ascertain the actual amount file a proof of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Eventclaim.

Applicable Premium. (a) Upon the occurrence making of an Applicable Premium Trigger Eventany prepayment in accordance with Section 2.6 or otherwise (including, without limitation, as a result of acceleration and/or as otherwise contemplated below) at any time prior to the first anniversary of the Closing Date, the Borrower shall pay to the Agent, for the account of the Lenders in accordance with their Pro Rata SharesPercentage, the Applicable Premium. Make-Whole Amount. Notwithstanding anything to the contrary herein, the Borrower acknowledges and agrees that if payment of the Obligations is accelerated or the Term Loan and other Obligations otherwise become due prior to the first anniversary of the Closing Date, in each case, in respect of any Event of Default (bincluding, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of applicable law)) Any Applicable Premium or otherwise, the Make-Whole Amount with respect to any optional repayment or prepayment of the Term Loan will also be due and payable immediately as though the Term Loan were prepaid (regardless of whether all or any portion of the Term Loan were or will be paid or prepaid) and shall constitute part of the Obligations, in accordance with this Section 4.3 view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. The Make-Whole Amount payable above shall be presumed to be equal to the liquidated damages sustained by the Lenders each Lender as the result of the occurrence of the Applicable Premium Trigger Event early redemption and the Loan Parties agree that it is reasonable under the circumstances currently existing. The Make-Whole Amount shall also be payable immediately in the event the Term Loans are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means on any date prior to the first anniversary of the Closing Date. EACH OF THE LOAN PARTIES EXPRESSLY WAIVE WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM MAKE-WHOLE AMOUNT IN CONNECTION WITH ANY SUCH ACCELERATION. (c) . The Loan Parties expressly agree (to the fullest extent they may lawfully do so) that: : (iA) the Applicable Premium Make-Whole Amount is reasonable and is the product of an arm’s arm’s-length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium Make-Whole Amount shall be payable notwithstanding the then then-prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; Make-Whole Amount; and (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) their . The Loan Parties expressly acknowledge that the Borrower’s agreement to pay the Applicable Premium Make-Whole Amount to the Lenders as herein described is a material inducement to the Lenders to provide the Commitments Term Loan. For the avoidance of doubt, (i) each reference to the Term Loan in this paragraph shall include all interest (if any) that has been capitalized and make added to the Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation principal of the lost profits or damages Term Loan from time to time and (ii) from and after the first anniversary of the Agents and Closing Date, the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders Make-Whole Amount may no longer become due or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Eventpayable under this Section 2.5.

Applicable Premium. (a) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata SharesLenders, the Applicable Premium. . Without limiting the generality of the foregoing Sections 3.3(a) and (b) ), and notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is understood and agreed that if the Obligations are accelerated as a result of the occurrence and continuance of any Default (including by operation of law or otherwise), the Applicable Premium, if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Premium payable in accordance with this Section 4.3 3.3(f) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event Event, and the Borrower and the other Loan Parties agree that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE BORROWERS AND THE OTHER LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. (c) . The Borrower and the other Loan Parties expressly agree that: that (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; , (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; , (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; , (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; Section 3.3(f), (vE) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the Commitments and make the Term Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger EventEvent prior to the third anniversary of the Effective Date, the Borrower shall pay to the Collateral Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium. (bii) Any Applicable Premium payable in accordance with this Section 4.3 2.06(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Agents, the Lenders and the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this Section 2.06(b) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium. (bii) Any Applicable Premium payable in accordance with this Section 4.3 2.06(f) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this Section 2.06(f) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Administrative Borrower on behalf of the Borrowers shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium. (bii) Any Applicable Premium payable in accordance with this Section 4.3 2.06(c) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION.. US-DOCS\103792213.14 (ciii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s 's length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this Section 2.06(c) shall permit any prepayment of the Loans not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium. (bii) Any Applicable Premium payable in accordance with this Section 4.3 2.06(f) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this Section 2.06(f) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium. (bii) Any Applicable Premium payable in accordance with this Section 4.3 2.06(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s 's length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this Section 2.06(b) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (a) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower Borrowers shall pay to the Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium. (b) Any Applicable Premium payable in accordance with this Section 4.3 2.06(d) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s 's length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct ​ between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents Agent and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents Agent and the Lenders or profits lost by the Agents Agent and the Lenders as a result of such Applicable Premium Trigger Event. (d) Nothing contained in this Section 2.06(d) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (a) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the Lenders in accordance with their Pro Rata SharesLenders, the Applicable Premium. (bi) Any Applicable Premium payable in accordance with this Section 4.3 2.08(c) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (cii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s 's length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event.

Applicable Premium. (a) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower Borrowers shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata SharesShares (solely in respect of the Term Loans), the Applicable Premium. (b) Any Applicable Premium payable in accordance with this Section 4.3 2.06(d) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s 's length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in 142901395v2 this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (d) Nothing contained in this Section 2.06(d) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium. (bii) Any Applicable Premium payable in accordance with this Section 4.3 2.06(c) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and ; and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this Section 2.06(c) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium. (bii) Any The Applicable Premium payable in accordance with this Section 4.3 2.17(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents Administrative Agent and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents Administrative Agent and the Lenders or profits lost by the Agents Administrative Agent and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this Section 2.17(b) shall permit any prepayment of the Loans not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (a) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower Borrowers shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata SharesShares (solely in respect of the Term Loans), the Applicable Premium. (b) Any Applicable Premium payable in accordance with this Section 4.3 2.06(d) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s 's length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (d) Nothing contained in this Section 2.06(d) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower Borrowers shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium. (bii) Any Applicable Premium payable in accordance with this Section 4.3 hereunder shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree each Borrower agrees that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EACH BORROWER EXPRESSLY WAIVE WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties Borrowers expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s 's length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this the transaction contemplated by the Financing Agreement for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties Borrowers shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this Section 2.06(b) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium. (bii) Any Applicable Premium payable in accordance with this Section 4.3 2.06(a) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s 's length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this Section 2.06(a) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium. (bii) Any Applicable Premium payable in accordance with this Section 4.3 2.06(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this Section 2.06(b) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (a) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower Borrowers shall pay to the Agent, for the ratable account of the Lenders in accordance with their Pro Rata SharesLenders, the Applicable Premium. . Without limiting the generality of the foregoing and notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is understood and agreed that if the Obligations are accelerated as a result of the occurrence and continuance of any Event of Default (b) including by operation of law or otherwise), the Applicable Premium, if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Premium payable in accordance with this Section 4.3 2.05(g) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event Event, and the Borrowers and the other Loan Parties agree that it is reasonable under the circumstances currently existing. THE BORROWERS AND THE OTHER LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. . The Applicable Premium, if any, shall also be payable in the event the Obligations (cand/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. The Borrowers and the other Loan Parties expressly agree that: that (i) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; , (ii) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; , (iii) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; , (iv) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; Section 2.05(g), (v) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the Commitments Term Loan, and make the Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such any Applicable Premium Trigger Event.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Collateral Agent, for the account of the Lenders in accordance with their Pro Rata Sharesa written agreement among the Agents and the Lenders, the Applicable Premium. (bii) Any Applicable Premium payable in accordance with this Section 4.3 2.06(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT 71 PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this Section 2.06(b) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Collateral Agent, for the account of the Lenders in accordance with their Pro Rata Sharesa written agreement among the Agents and the Lenders, the Applicable Premium. (bii) Any Applicable Premium payable in accordance with this Section 4.3 2.06(f) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s 's length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this Section 2.06(f) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the applicable Lenders in accordance with their Pro Rata Shares, the Applicable Premium. (bii) Any Applicable Premium payable in accordance with this Section 4.3 2.5(d) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then then-prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the Commitments and make the Loans, and Advances; and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents Agent and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this Section 2.5(d) shall permit any prepayment of theany Advances or reduction of the Revolving Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (a) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower Borrowers shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata SharesLenders, the Applicable Premium. ; provided, that, notwithstanding the foregoing, following (bA) a Qualified IPO or (B) a Change of Control triggered by (x) the sale of 100% of Holdings, Intermediate Holdings or Associations or (y) the sale of all or substantially all of the property or assets of the Borrowers and their Subsidiaries, in either case, to a Person that is not an Affiliate of the Carona Permitted Holders (a “Specified Change of Control”), so long as (1) Blue Owl is the lender or the administrative agent with respect to a financing to the entity subject to such Qualified IPO or the purchaser of Holdings, Intermediate Holdings or Associations or of all or substantially all the assets of Borrowers and their Subsidiaries, as applicable, and (2) Blue Owl Credit Advisors LLC has customary “lead left” placement in such financing, the Applicable Premium payable to Blue Owl and to each Lender that is a lender under such new financing shall be reduced by 50%, (it being acknowledged and agreed that any Lender that is not a lender in such new financing will be entitled to receive the full amount of Applicable Premium as set forth in this Section 2.2(g) without any reduction). Without limiting the generality of the foregoing Sections 2.2(b) and (c), and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations are accelerated (including by operation of law or otherwise) as a result of the occurrence and continuance of any Event of Default (other than Event of Default arising solely from a Specified Change of Control), the Applicable Premium, if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Premium payable in accordance with this Section 4.3 2.2(g) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event Event, and the Loan Borrowers and the other Credit Parties agree that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE LOAN BORROWERS AND THE OTHER CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. (c) . The Loan Borrowers and the other Credit Parties expressly agree that: that (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; , (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; , (iiiC) there has been a course of conduct between the Lenders and the Loan Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; , (ivD) the Loan Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; Section 2.2(g), (vE) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the Commitments and make the Term Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event.

Applicable Premium. (a) Upon the occurrence of an If any Applicable Premium Trigger EventEvent occurs, the then Borrower shall pay to the Agent, for the account of the Lenders in accordance with their Pro Rata Shareseach Lender, the Applicable Premium. (b) Any . In any such case, the Applicable Premium shall constitute part of the Obligations payable by Xxxxxxxx (and guaranteed by the Guarantors) in accordance with this Section 4.3 shall be presumed respect of the Loans, which Obligations are guaranteed by the Guarantors and secured by the Collateral, and constitutes liquidated damages, not unmatured interest or a penalty, as the actual amount of damages to be equal to the liquidated damages sustained by the Lenders as the a result of the relevant Applicable Premium Event would be impracticable and extremely difficult to ascertain. The Applicable Premium is provided by mutual agreement of Borrower and the Guarantors and each Lender as a reasonable estimation and calculation of such actual lost profits and other actual damages of the Lenders. Without limiting the generality of the foregoing, it is understood and agreed that upon the occurrence of any Applicable Premium Event, the Applicable Premium Trigger Event shall be automatically and immediately due and payable and shall constitute part of the Loan Parties agree that it is reasonable under Obligations payable by Borrower (and guaranteed by the circumstances currently existingGuarantors) in respect of the Loans which Obligations are secured by the Collateral. The Applicable Premium shall also be automatically and immediately due and payable if the Obligations are satisfied, released or discharged by foreclosure (whether by power of judicial proceeding or otherwise), deed in lieu of foreclosure or by any other means. BORROWER, FOR ITSELF AND ON BEHALF OF THE LOAN PARTIES GUARANTORS, HEREBY EXPRESSLY WAIVE WAIVES (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR OTHER LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. SUCH EVENTS, ANY RESCISSION OF SUCH ACCELERATION OR THE COMMENCEMENT OF ANY BANKRUPTCY OR INSOLVENCY EVENT. Borrower, for itself and on behalf of the Guarantors, expressly agrees (cto the fullest extent it and they may lawfully do so) The Loan Parties expressly agree that: that with respect to the Applicable Premium payable under the terms of this Agreement: (i) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business peopleparties, ably represented by counsel; ; (ii) the Applicable Premium shall be payable notwithstanding the then then-prevailing market rates at the time payment is made; ; (iii) there has been a course of conduct between the Lenders each Lender and Borrower and the Loan Parties Guarantors giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; and (iv) Borrower and the Loan Parties Guarantors shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) . Borrower, for itself and on behalf of and the Guarantors, expressly acknowledges that their agreement to pay the Applicable Premium as herein described is a material inducement to Lenders each Lender’s agreement to provide the Commitments enter into this Agreement and make the Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages extend Loans to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger EventBorrower.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Collateral Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium. (bii) Any Applicable Premium payable in accordance with this Section 4.3 2.06(c) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this Section 2.06(c) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium, together with all or any portion of the Loans to be repaid or prepaid in connection therewith. (bii) Any Applicable Premium payable in accordance with this Section 4.3 2.06(a) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this Section 2.06(a) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata SharesShare, the Applicable Premium. For the avoidance of doubt, only one Applicable Premium shall be payable for each dollar of the Term LoanLoans prepaid or outstanding, as applicable, based on the date of the first occurring Applicable Premium Trigger Event. (bii) Any Applicable Premium payable in accordance with this Section 4.3 ‎Section 2.06(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the LoansTerm Loan, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this ‎Section 2.06(b) shall permit any prepayment of the Term LoanLoans not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Administrative Borrower on behalf of the Borrowers shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium. (bii) Any Applicable Premium payable in accordance with this Section 4.3 2.06(c) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s 's length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this Section 2.06(c) shall permit any prepayment of the Loans not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (a) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium. (b) Any Applicable Premium payable in accordance with this Section 4.3 shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) The Loan Parties expressly agree that: (i) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; (iv) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and, (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event; (vii) the Applicable Premium shall also become due and payable under this Agreement in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding, deed in lieu of foreclosure or by any other means) or the Obligations are reinstated pursuant to Section 1124 or any other provision of the Bankruptcy Code; and (viii) in the event the Applicable Premium is determined not to be due and payable by the Loan Parties by order of any court of competent jurisdiction, including by operation of the Bankruptcy Code, the Applicable Premium shall nonetheless constitute Obligations under this Agreement for all other purposes hereunder.

Applicable Premium. (ai) Upon In the event that all or any portion of the principal of the Loan is repaid or prepaid for any reason (including as a result of any mandatory prepayments, voluntary prepayments, payments made following acceleration of the Loans or after an Event of Default), such repayments or prepayments will be made together with a premium equal to 5% of the amount repaid or prepaid (the “Applicable Premium”). If the Loans are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default (including upon the occurrence of an a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the amount of principal of and premium on the Loans that becomes due and payable shall equal 100% of the principal amount of the Loans plus the Applicable Premium Trigger Event, the Borrower shall pay to the Agent, for the account as if such acceleration or other occurrence were a voluntary prepayment of the Lenders Loans accelerated or otherwise becoming due. Without limiting the generality of the foregoing, it is understood and agreed that if the Loans are accelerated or otherwise become due prior to their maturity date, in accordance with their Pro Rata Shareseach case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Applicable Premium. (b) Premium applicable with respect to a voluntary prepayment of the Loans will also be due and payable on the date of such acceleration or such other prior due date as though the Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s loss as a result thereof. Any Applicable Premium premium payable in accordance with this Section 4.3 above shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event each Lender and the Loan Parties agree Borrower agrees that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. (cii) The Each Loan Parties Party expressly agree agrees (to the fullest extent it may lawfully do so) that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; Section 2.06; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and. (viiii) the Applicable Premium represents a good faith, reasonable estimate and calculation Nothing contained in this Section 2.06(a) shall permit any prepayment of the lost profits Loans or damages reduction of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost Commitments not otherwise permitted by the Agents and the Lenders as a result terms of such Applicable Premium Trigger Eventthis Agreement or any other Loan Document.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable PremiumPremium (in addition to any other amounts payable at such time). (bii) Any Applicable Premium payable in accordance with this Section 4.3 2.07(c) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this Section 2.07(c) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, (A) the Borrower U.S. Borrowers shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable PremiumPremium payable in connection with the Initial Loan, and (B) the BVI Borrower shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium payable in connection with the Additional Loan. (bii) Any Applicable Premium payable in accordance with this Section 4.3 2.06(a) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s 's length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming DOCID - 27822767.5 ChangePro Comparison of 27822767v1 and 27822767v5 4/30/2018 differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and ; and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this Section 2.06(a) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium, if any. (bii) Any Applicable Premium payable in accordance with this Section 4.3 2.06(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this Section 2.06(b) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium. (bii) Any Applicable Premium payable in accordance with this Section 4.3 2.5(d) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then then-prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the Commitments and make the Loans, and Advances; and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents Agent and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this Section 2.5(d) shall permit any prepayment of the Advances or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium. (bii) Any Applicable Premium payable in accordance with this Section 4.3 2.06(e) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this Section 2.06(e) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (ai) Upon any prepayment or repayment in full of the occurrence Term Loans pursuant to Section 2.03(a) or Section 2.05(c) of an Applicable Premium Trigger Eventthe Financing Agreement, as applicable, the Borrower Borrowers shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium. (bii) Upon any prepayment or repayment in full of the Term Loans pursuant to Section 2.05(b) of the Financing Agreement, the Borrowers shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium; provided that no Make-Whole Amount shall be owing or payable by the Borrowers in respect of any payment, prepayment or repayment of the Term Loans pursuant to Section 2.05(b) of the Financing Agreement occurring on or prior to the date that is nine (9) months following the Effective Date. (iii) Any Applicable Premium payable in accordance with this Section 4.3 herewith shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of such reduction, prepayment or repayment, as the Applicable Premium Trigger Event case may be and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (civ) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Term Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Eventreduction, prepayment or repayment, as the case may be. (v) Nothing contained herein shall permit any prepayment or repayment of the Term Loans or reduction of the Commitments not otherwise permitted by the terms of the Financing Agreement or any other Loan Document. All of the fees and premiums described above in this Fee Letter shall be fully earned upon becoming due and payable in accordance with the terms hereof, will be paid in United States dollars in immediately available funds, shall be nonrefundable for any reason whatsoever and shall be in addition to any other fees, costs and expenses payable pursuant to the Financing Agreement or the other Loan Documents. The Administrative Agent and/or the Origination Agent reserve the right to allocate, in whole or in part, among the Lenders, their respective affiliates or designees certain fees payable to them hereunder in such manner as they and their respective affiliates shall agree in their sole discretion. The Borrowers’ obligation to pay the foregoing fees will not be subject to reduction for withholding, counterclaim or setoff for, or be otherwise affected by, any claim or dispute you may have. Notwithstanding the other provisions of this paragraph 2 (i) the Borrowers shall not be liable for any taxes, costs, fees, expenses, gross up or increased costs that may result from (A) any Lender’s decisions to share all or part of the fees payable to it under this Fee Letter to any of its affiliates or any other Lenders, or (B) allocation by the Administrative Agent and/or the Origination Agent of any fees among the Lenders, their respective affiliates or designees, and (ii) if any such sharing or allocation of fees results or is likely to result in an increase of the cost to any Borrower of the fees payable under this Fee Letter, any such increase will be exclusively borne by such Lxxxxx’s affiliate or any other Lender’s fees shall be decreased accordingly so that the cost to any Borrower is not higher than it would have been if the fees had not been shared by the relevant Lender or allocated by the Administrative Agent and/or the Origination Agent.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium, if any. (bii) Any Applicable Premium payable in accordance with this Section 4.3 2.06(a) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties expressly agree (to the fullest extent they may lawfully do so) that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this Section 2.06(a) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Applicable Premium. (ai) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata SharesShare, the Applicable Premium. For the avoidance of doubt, only one Applicable Premium shall be payable for each dollar of the Term Loan prepaid or outstanding, as applicable, based on the date of the first occurring Applicable Premium Trigger Event. (bii) Any Applicable Premium payable in accordance with this Section 4.3 ‎Section 2.06(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION. (ciii) The Loan Parties expressly agree that: : (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; ; (vE) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the LoansTerm Loan, and and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event. (iv) Nothing contained in this ‎Section 2.06(b) shall permit any prepayment of the Term Loan not otherwise permitted by the terms of this Agreement or any other Loan Document.