Common use of Applicable Premium Clause in Contracts

Applicable Premium. If any Applicable Premium Event occurs, then Borrower shall pay to Lender, the Applicable Premium. In any such case, the Applicable Premium shall constitute part of the Obligations payable by Xxxxxxxx (and guaranteed by the 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 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 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 GUARANTORS, HEREBY EXPRESSLY 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 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 (to the fullest extent it and they may lawfully do so) 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 parties, 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 Lender and Borrower and the Guarantors giving specific consideration in this transaction for such agreement to pay the Applicable Premium; and (iv) Borrower and the Guarantors shall be estopped hereafter from claiming differently than as agreed to in this paragraph. 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 Lender’s agreement to enter into this Agreement and to extend the Loan to Borrower.

Applicable Premium. If any (i) Upon the occurrence of an Applicable Premium Event occursTrigger Event, then Borrower the Borrowers shall pay to Lenderthe Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares (solely in respect of the Term Loans), the Applicable Premium. In any such case, (ii) Any Applicable Premium payable in accordance with this Section 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 shall constitute part of the Obligations payable by Xxxxxxxx (and guaranteed by the 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 Trigger 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, Loan Parties agree that it is understood and agreed that upon reasonable under the occurrence of any Applicable Premium Event, the Applicable Premium 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 which Obligations are secured by the Collateralcircumstances currently existing. 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 GUARANTORS, HEREBY LOAN PARTIES EXPRESSLY WAIVES (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) WAIVE 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 SUCH EVENTS, ANY RESCISSION OF SUCH ACCELERATION OR THE COMMENCEMENT OF ANY BANKRUPTCY OR INSOLVENCY EVENTACCELERATION. Borrower, for itself and on behalf of the Guarantors, (iii) The Loan Parties expressly agrees (to the fullest extent it and they may lawfully do so) that with respect to the Applicable Premium payable under the terms of this Agreementagree that: (iA) the Applicable Premium is reasonable and is the product of an arm’s 's length transaction between sophisticated business partiespeople, 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 Lender and Borrower the Lenders and the Guarantors Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; and (ivD) Borrower and the Guarantors Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Borrower, for itself and on behalf of and the Guarantors, expressly acknowledges that ; (E) their agreement to pay the Applicable Premium as herein described is a material inducement to Lender’s agreement Lenders to enter into provide the Commitments and make the Loans, and (F) 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(d) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement and to extend the or any other Loan to Borrower.Document. (e)

Applicable Premium. If Upon the making of any Applicable Premium Event occursprepayment in accordance with Section 2.6 or otherwise (including, then 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 LenderAgent, for the account of the Lenders in accordance with their Pro Rata Percentage, the Applicable PremiumMake-Whole Amount. In any such caseNotwithstanding anything to the contrary herein, the Applicable Premium shall constitute part Borrower acknowledges and agrees that if payment of the Obligations payable by Xxxxxxxx (is accelerated or the Term Loan and guaranteed by other Obligations otherwise become due prior to the Guarantors) first anniversary of the Closing Date, in each case, in respect of the Loanany Event of Default (including, which Obligations are guaranteed by the Guarantors and secured by the Collateralbut not limited to, 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 Eventa bankruptcy or insolvency event (including the acceleration of claims by operation of applicable law)) or otherwise, the Applicable Premium shall Make-Whole Amount with respect to any optional repayment or prepayment of the Term Loan will also be automatically and immediately 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 payable by Borrower (and guaranteed by the Guarantors) Obligations, in respect view of the Loan which Obligations are secured impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the Collateralparties as to a reasonable calculation of each Lender’s lost profits as a result thereof. The Applicable Premium Make-Whole Amount payable above shall be presumed to be the liquidated damages sustained by each Lender as the result of the early redemption and the Loan Parties agree that it is reasonable under the circumstances currently existing. The Make-Whole Amount shall also be automatically and payable immediately due and payable if in the Obligations event the Term Loans are satisfied, satisfied or released or discharged by foreclosure (whether by power of judicial proceeding or otherwiseproceeding), deed in lieu of foreclosure or by any other meansmeans on any date prior to the first anniversary of the Closing Date. BORROWER, FOR ITSELF AND ON BEHALF EACH OF THE GUARANTORS, HEREBY LOAN PARTIES EXPRESSLY WAIVES (TO THE FULLEST EXTENT THEY IT 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 MAKE-WHOLE AMOUNT IN CONNECTION WITH ANY SUCH EVENTS, ANY RESCISSION OF SUCH ACCELERATION OR THE COMMENCEMENT OF ANY BANKRUPTCY OR INSOLVENCY EVENTACCELERATION. Borrower, for itself and on behalf of the Guarantors, The Loan Parties expressly agrees agree (to the fullest extent it and they may lawfully do so) that with respect to the Applicable Premium payable under the terms of this Agreementthat: (iA) the Applicable Premium Make-Whole Amount is reasonable and is the product of an arm’s arm’s-length transaction between sophisticated business partiespeople, ably represented by counsel; (iiB) the Applicable Premium Make-Whole Amount shall be payable notwithstanding the then-prevailing market rates at the time payment is made; (iiiC) there has been a course of conduct between Lender and Borrower the Lenders and the Guarantors Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable PremiumMake-Whole Amount; and (ivD) Borrower and the Guarantors Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Loan Parties expressly acknowledge that the Borrower, for itself and on behalf of and the Guarantors, expressly acknowledges that their ’s agreement to pay the Applicable Premium Make-Whole Amount to the Lenders as herein described is a material inducement to Lender’s agreement the Lenders to enter into provide the Term Loan. For the avoidance of doubt, (i) each reference to the Term Loan in this Agreement paragraph shall include all interest (if any) that has been capitalized and added to extend the principal of the Term Loan from time to Borrowertime and (ii) from and after the first anniversary of the Closing Date, the Make-Whole Amount may no longer become due or payable under this Section 2.5.

Applicable Premium. If (i) In the event that all or any Applicable Premium Event occurs, then Borrower shall pay to Lender, the Applicable Premium. In any such case, the Applicable Premium shall constitute part portion of the Obligations payable by Xxxxxxxx (and guaranteed by the Guarantors) in respect principal of the Loan, which Obligations are guaranteed by the Guarantors and secured by the Collateral, and constitutes liquidated damages, not unmatured interest Loan is repaid or a penalty, as the actual amount of damages to Lender prepaid for any reason (including as a result of any mandatory prepayments, voluntary prepayments, payments made following acceleration of the relevant 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 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 Event would be impracticable and extremely difficult to ascertain. The Applicable Premium is provided by mutual agreement as if such acceleration or other occurrence were a voluntary prepayment of Borrower and the Guarantors and Lender as a reasonable estimation and calculation of such actual lost profits and other actual damages of LenderLoans 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 each case, in respect of any Event of Default (including upon the occurrence of any Applicable Premium Eventa bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Applicable Premium shall applicable with respect to a voluntary prepayment of the Loans will also be automatically and immediately 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 payable by Borrower (and guaranteed by the Guarantors) Obligations, in respect view of the Loan which Obligations are secured impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the Collateralparties as to a reasonable calculation of each Lender’s loss as a result thereof. The Applicable Premium Any premium payable above shall also be automatically presumed to be the liquidated damages sustained by each Lender 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 meansBorrower agrees that it is reasonable under the circumstances currently existing. BORROWER, FOR ITSELF AND ON BEHALF OF THE GUARANTORS, HEREBY LOAN PARTIES EXPRESSLY WAIVES WAIVE (TO THE FULLEST EXTENT THEY IT 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 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 (to the fullest extent it and they may lawfully do so) 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 parties, 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 Lender and Borrower and the Guarantors giving specific consideration in this transaction for such agreement to pay the Applicable Premium; and (iv) Borrower and the Guarantors shall be estopped hereafter from claiming differently than as agreed to in this paragraph. 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 Lender’s agreement to enter into this Agreement and to extend the Loan to BorrowerACCELERATION.

Applicable Premium. If any Upon the occurrence of an Applicable Premium Event occursTrigger Event, then Borrower the Borrowers shall pay to LenderAdministrative Agent, for the account of the Lenders, the Applicable Premium. In any ; provided, that, notwithstanding the foregoing, following (A) 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 caseQualified 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 constitute part of 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 Obligations payable by Xxxxxxxx (and guaranteed by the 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 full 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 Lenderset forth in this Section 2.2(g) without any reduction). Without limiting the generality of the foregoingforegoing 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 upon if the Obligations are accelerated (including by operation of law or otherwise) as a result of the occurrence and continuance of any Applicable Premium EventEvent of Default (other than Event of Default arising solely from a Specified Change of Control), the Applicable Premium shall Premium, if any, determined as of the date of acceleration, will also be automatically and immediately 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 by Borrower (and guaranteed in accordance with this Section 2.2(g) shall be presumed to be equal to the liquidated damages sustained by the Guarantors) in respect Lenders as the result of the Loan which Obligations are secured by occurrence of the CollateralApplicable Premium Trigger Event, and the Borrowers and the other Credit Parties agree that it is reasonable under the circumstances currently existing. The Applicable Premium Premium, if any, shall also be automatically and immediately due and payable if in the event the Obligations (and/or this Agreement) are satisfied, satisfied or released or discharged by foreclosure (whether by power of judicial proceeding or otherwiseproceeding), deed in lieu of foreclosure or by any other means. BORROWER, FOR ITSELF THE BORROWERS AND ON BEHALF OF THE GUARANTORS, HEREBY OTHER CREDIT PARTIES EXPRESSLY WAIVES (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) WAIVE 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 SUCH EVENTS, ANY RESCISSION OF SUCH ACCELERATION OR THE COMMENCEMENT OF ANY BANKRUPTCY OR INSOLVENCY EVENTACCELERATION. Borrower, for itself The Borrowers and on behalf of the Guarantors, other Credit Parties expressly agrees agree that (to the fullest extent it and they may lawfully do so) that with respect to the Applicable Premium payable under the terms of this Agreement: (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business partiespeople, 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 Lender and Borrower Lenders and the Guarantors Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; and , (ivD) Borrower and the Guarantors Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph. BorrowerSection 2.2(g), for itself and on behalf of and the Guarantors, expressly acknowledges that (E) their agreement to pay the Applicable Premium as herein described is a material inducement to Lender’s agreement the Lenders to enter into this Agreement provide the Commitments and make the Term Loans, and (F) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to extend ascertain the Loan actual amount of damages to Borrowerthe Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Event.

Applicable Premium. If any In the event of an Applicable Premium Event occursTrigger Event, then Borrower the Issuer shall pay to Lenderthe Trustee, for payment to the Holders of the Securities, the Applicable Premium. In any such caseaggregate principal amount of the Securities being or required to be redeemed, repurchased or otherwise paid plus the Applicable Premium shall constitute part of the Obligations payable by Xxxxxxxx (and guaranteed by the 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 ascertainwithout duplication). 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. 128 Without limiting the generality of the foregoingthis 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) or upon the occurrence or commencement of any Applicable Premium Eventbankruptcy 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 be automatically and become immediately due and payable by the Issuer and the Guarantors and shall constitute part of the Obligations payable by Borrower (and guaranteed by as if the Guarantors) Securities were being optionally redeemed or repaid as of such date, in respect view of the Loan which Obligations are secured impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the Collateralparties 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, satisfied or released or discharged by foreclosure (whether by power of judicial proceeding or otherwise), deed in lieu of foreclosure foreclosure, or by any other meansmeans 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. BORROWERThe Applicable Premium payable pursuant to this Indenture shall be presumed to be the liquidated damages sustained by each beneficial holder as the result of the early repayment or prepayment of the Securities (and not unmatured interest or a penalty) and the 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, FOR ITSELF 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 ISSUER AND ON BEHALF OF THE GUARANTORS, HEREBY GUARANTORS EXPRESSLY WAIVES WAIVE (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 SUCH EVENTS, ANY RESCISSION OF SUCH ACCELERATION OR THE COMMENCEMENT OF ANY BANKRUPTCY OR INSOLVENCY EVENTACCELERATION. Borrower, for itself The Issuer and on behalf of the Guarantors, Guarantors expressly agrees acknowledge and agree (to the fullest extent it and they may lawfully do so) that with respect to the Applicable Premium payable under the terms of this Agreementthat: (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business partiespeople, ably represented by counsel; , (iiB) the Applicable Premium shall each be payable under the circumstances described herein notwithstanding the then-then prevailing market rates at the time payment or redemption is made; , (iiiC) there has been a course of conduct between Lender and Borrower the beneficial holders, the Issuer and the Guarantors giving specific consideration in this transaction for such agreement to pay the Applicable Premium under the circumstances described herein, (D) the 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 (ivG) Borrower the Issuer and the Guarantors shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Borrower, for itself and on behalf of The Issuer and the Guarantors, Guarantors expressly acknowledges acknowledge that their its agreement to pay or guarantee the payment of the Applicable Premium to the beneficial holders as herein described is are individually and collectively a material inducement to Lenderthe beneficial holders to purchase the Securities. Any reference to “par” will include any Applicable Premium or accrued and unpaid interest that is added to principal theretofore so added. The parties acknowledge that the Applicable Premium provided for under this Indenture is believed to represent a genuine estimate of the losses that would be suffered by the beneficial holders as a result of the Issuer’s agreement and the Guarantors’ breach of its obligations under this Indenture. The Issuer and the Guarantors waive, to enter into the fullest extent permitted by law, the benefit of any statute affecting its liability hereunder or the enforcement hereof. Nothing in this Agreement paragraph is intended to limit, restrict, or condition any of the Issuer’s and to extend the Loan to BorrowerGuarantors’ obligations, rights or remedies hereunder.

Applicable Premium. If any Upon the occurrence of an Applicable Premium Event occursTrigger Event, then Borrower the Borrowers shall pay to LenderAgent, for the ratable account of the Lenders, the Applicable Premium. In any such case, the Applicable Premium shall constitute part of the Obligations payable by Xxxxxxxx (and guaranteed by the 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 foregoingforegoing and notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is understood and agreed that upon if the Obligations are accelerated as a result of the occurrence and continuance of any Applicable Premium EventEvent of Default (including by operation of law or otherwise), the Applicable Premium shall Premium, if any, determined as of the date of acceleration, will also be automatically and immediately 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 by Borrower (and guaranteed in accordance with this Section 2.05(g) shall be presumed to be equal to the liquidated damages sustained by the Guarantors) in respect Lenders as the result of the Loan which Obligations are secured by occurrence of the Collateral. The Applicable Premium shall also be automatically Trigger Event, and immediately due the Borrowers 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 meansLoan Parties agree that it is reasonable under the circumstances currently existing. BORROWER, FOR ITSELF THE BORROWERS AND ON BEHALF OF THE GUARANTORS, HEREBY OTHER LOAN PARTIES EXPRESSLY WAIVES (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) WAIVE 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 SUCH EVENTSACCELERATION. The Applicable Premium, ANY RESCISSION OF SUCH ACCELERATION OR THE COMMENCEMENT OF ANY BANKRUPTCY OR INSOLVENCY EVENT. Borrowerif any, for itself and on behalf of shall also be payable in the Guarantors, expressly agrees event the Obligations (to the fullest extent it and they may lawfully do so) that with respect to the Applicable Premium payable under the terms of 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 agree that (i) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business partiespeople, 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 Lender and Borrower Lenders and the Guarantors Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; and , (iv) Borrower and the Guarantors Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph. BorrowerSection 2.05(g), for itself and on behalf of and the Guarantors, expressly acknowledges that (v) their agreement to pay the Applicable Premium as herein described is a material inducement to Lender’s agreement the Lenders to enter into this Agreement provide the Term Loan, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to extend ascertain the Loan actual amount of damages to Borrowerthe Lenders or profits lost by the Lenders as a result of any Applicable Premium Trigger Event.

Applicable Premium. If any In the event of an Applicable Premium Event occursTrigger Event, then Borrower the Issuer shall pay to Lenderthe Trustee, for payment to the Holders of the Securities, the Applicable Premium. In any such caseaggregate principal amount of the Securities being or required to be redeemed, repurchased or otherwise paid plus the Applicable Premium shall constitute part of the Obligations payable by Xxxxxxxx (and guaranteed by the 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 Lenderwithout duplication). Without limiting the generality of the foregoingthis 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) or upon the occurrence or commencement of any Applicable Premium Eventbankruptcy 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 be automatically and become immediately due and payable by the Issuer and the Guarantors and shall constitute part of the Obligations payable by Borrower (and guaranteed by as if the Guarantors) Securities were being optionally redeemed or repaid as of such date, in respect view of the Loan which Obligations are secured impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the Collateralparties 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, satisfied or released or discharged by foreclosure (whether by power of judicial proceeding or otherwise), deed in lieu of foreclosure foreclosure, or by any other meansmeans 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. BORROWERThe Applicable Premium payable pursuant to this Indenture shall be presumed to be the liquidated damages sustained by each beneficial holder as the result of the early repayment or prepayment of the Securities (and not unmatured interest or a penalty) and the 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, FOR ITSELF 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 ISSUER AND ON BEHALF OF THE GUARANTORS, HEREBY GUARANTORS EXPRESSLY WAIVES WAIVE (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 SUCH EVENTS, ANY RESCISSION OF SUCH ACCELERATION OR THE COMMENCEMENT OF ANY BANKRUPTCY OR INSOLVENCY EVENTACCELERATION. Borrower, for itself The Issuer and on behalf of the Guarantors, Guarantors expressly agrees acknowledge and agree (to the fullest extent it and they may lawfully do so) that with respect to the Applicable Premium payable under the terms of this Agreementthat: (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business partiespeople, ably represented by counsel; , (iiB) the Applicable Premium shall each be payable under the circumstances described herein notwithstanding the then-then prevailing market rates at the time payment or redemption is made; , (iiiC) there has been a course of conduct between Lender and Borrower the beneficial holders, the Issuer and the Guarantors giving specific consideration in this transaction for such agreement to pay the Applicable Premium under the circumstances described herein, (D) the 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 (ivG) Borrower the Issuer and the Guarantors shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Borrower, for itself and on behalf of The Issuer and the Guarantors, Guarantors expressly acknowledges acknowledge that their its agreement to pay or guarantee the payment of the Applicable Premium to the beneficial holders as herein described is are individually and collectively a material inducement to Lenderthe beneficial holders to purchase the Securities. Any reference to “par” will include any Applicable Premium or accrued and unpaid interest that is added to principal theretofore so added. The parties acknowledge that the Applicable Premium provided for under this Indenture is believed to represent a genuine estimate of the losses that would be suffered by the beneficial holders as a result of the Issuer’s agreement and the Guarantors’ breach of its obligations under this Indenture. The Issuer and the Guarantors waive, to enter into the fullest extent permitted by law, the benefit of any statute affecting its liability hereunder or the enforcement hereof. Nothing in this Agreement paragraph is intended to limit, restrict, or condition any of the Issuer’s and to extend the Loan to BorrowerGuarantors’ obligations, rights or remedies hereunder.

Applicable Premium. If any Upon the occurrence of an Applicable Premium Event occursTrigger Event, then the Borrower shall pay to LenderAdministrative Agent, for the account of the Lenders, the Applicable Premium. In any such case, the Applicable Premium shall constitute part of the Obligations payable by Xxxxxxxx (and guaranteed by the 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 foregoingforegoing 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 upon if the Obligations are accelerated as a result of the occurrence and continuance of any Applicable Premium EventDefault (including by operation of law or otherwise), the Applicable Premium shall Premium, if any, determined as of the date of acceleration, will also be automatically and immediately 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 by Borrower (and guaranteed in accordance with this Section 3.3(f) shall be presumed to be equal to the liquidated damages sustained by the Guarantors) in respect Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and the Borrower and the other Loan which Obligations are secured by Parties agree that it is reasonable under the Collateralcircumstances currently existing. The Applicable Premium Premium, if any, shall also be automatically and immediately due and payable if in the event the Obligations (and/or this Agreement) are satisfied, satisfied or released or discharged by foreclosure (whether by power of judicial proceeding or otherwiseproceeding), deed in lieu of foreclosure or by any other means. BORROWER, FOR ITSELF THE BORROWERS AND ON BEHALF OF THE GUARANTORS, HEREBY OTHER LOAN PARTIES EXPRESSLY WAIVES (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) WAIVE 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 SUCH EVENTS, ANY RESCISSION OF SUCH ACCELERATION OR THE COMMENCEMENT OF ANY BANKRUPTCY OR INSOLVENCY EVENTACCELERATION. Borrower, for itself The Borrower and on behalf of the Guarantors, other Loan Parties expressly agrees agree that (to the fullest extent it and they may lawfully do so) that with respect to the Applicable Premium payable under the terms of this Agreement: (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business partiespeople, 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 Lender and Borrower Lenders and the Guarantors Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; and , (ivD) Borrower and the Guarantors Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph. BorrowerSection 3.3(f), for itself and on behalf of and the Guarantors, expressly acknowledges that (E) their agreement to pay the Applicable Premium as herein described is a material inducement to Lender’s agreement the Lenders to enter into this Agreement provide the Commitments and make the Term Loans, and (F) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to extend ascertain the Loan actual amount of damages to Borrowerthe Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Event.

Applicable Premium. If any In the event of an Applicable Premium Event occursTrigger Event, then Borrower the Issuer shall pay to Lenderthe Trustee, for payment to the Holders of the Securities, the Applicable Premium. In any such caseaggregate principal amount of the Securities being or required to be redeemed, repurchased or otherwise paid plus the Applicable Premium shall constitute part of the Obligations payable by Xxxxxxxx (and guaranteed by the 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 Lenderwithout duplication). Without limiting the generality of the foregoingthis 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) or upon the occurrence or commencement of any Applicable Premium Eventbankruptcy 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 be automatically and become immediately due and payable by the Issuer and the Guarantors and shall constitute part of the Obligations payable by Borrower (and guaranteed by as if the Guarantors) Securities were being optionally redeemed or repaid as of such date, in respect view of the Loan which Obligations are secured impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the Collateralparties 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 128 automatically and immediately due and payable if the Obligations are satisfied, satisfied or released or discharged by foreclosure (whether by power of judicial proceeding or otherwise), deed in lieu of foreclosure foreclosure, or by any other meansmeans 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. BORROWERThe Applicable Premium payable pursuant to this Indenture shall be presumed to be the liquidated damages sustained by each beneficial holder as the result of the early repayment or prepayment of the Securities (and not unmatured interest or a penalty) and the 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, FOR ITSELF 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 ISSUER AND ON BEHALF OF THE GUARANTORS, HEREBY GUARANTORS EXPRESSLY WAIVES WAIVE (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 SUCH EVENTS, ANY RESCISSION OF SUCH ACCELERATION OR THE COMMENCEMENT OF ANY BANKRUPTCY OR INSOLVENCY EVENTACCELERATION. Borrower, for itself The Issuer and on behalf of the Guarantors, Guarantors expressly agrees acknowledge and agree (to the fullest extent it and they may lawfully do so) that with respect to the Applicable Premium payable under the terms of this Agreementthat: (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business partiespeople, ably represented by counsel; , (iiB) the Applicable Premium shall each be payable under the circumstances described herein notwithstanding the then-then prevailing market rates at the time payment or redemption is made; , (iiiC) there has been a course of conduct between Lender and Borrower the beneficial holders, the Issuer and the Guarantors giving specific consideration in this transaction for such agreement to pay the Applicable Premium under the circumstances described herein, (D) the 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 (ivG) Borrower the Issuer and the Guarantors shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Borrower, for itself and on behalf of The Issuer and the Guarantors, Guarantors expressly acknowledges acknowledge that their its agreement to pay or guarantee the payment of the Applicable Premium to the beneficial holders as herein described is are individually and collectively a material inducement to Lenderthe beneficial holders to purchase the Securities. Any reference to “par” will include any Applicable Premium or accrued and unpaid interest that is added to principal theretofore so added. The parties acknowledge that the Applicable Premium provided for under this Indenture is believed to represent a genuine estimate of the losses that would be suffered by the beneficial holders as a result of the Issuer’s agreement and the Guarantors’ breach of its obligations under this Indenture. The Issuer and the Guarantors waive, to enter into the fullest extent permitted by law, the benefit of any statute affecting its liability hereunder or the enforcement hereof. Nothing in this Agreement paragraph is intended to limit, restrict, or condition any of the Issuer’s and to extend the Loan to BorrowerGuarantors’ obligations, rights or remedies hereunder.

Applicable Premium. If any (i) Upon the occurrence of an Applicable Premium Event occursTrigger Event, then Borrower the Borrowers shall pay to Lenderthe Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares (solely in respect of the Term Loans), the Applicable Premium. In any such case, (ii) Any Applicable Premium payable in accordance with this Section 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 shall constitute part of the Obligations payable by Xxxxxxxx (and guaranteed by the 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 Trigger 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, Loan Parties agree that it is understood and agreed that upon reasonable under the occurrence of any Applicable Premium Event, the Applicable Premium 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 which Obligations are secured by the Collateralcircumstances currently existing. 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 GUARANTORS, HEREBY LOAN PARTIES EXPRESSLY WAIVES (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) WAIVE 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 SUCH EVENTS, ANY RESCISSION OF SUCH ACCELERATION OR THE COMMENCEMENT OF ANY BANKRUPTCY OR INSOLVENCY EVENTACCELERATION. Borrower, for itself and on behalf of the Guarantors, (iii) The Loan Parties expressly agrees (to the fullest extent it and they may lawfully do so) that with respect to the Applicable Premium payable under the terms of this Agreementagree that: (iA) the Applicable Premium is reasonable and is the product of an arm’s 's length transaction between sophisticated business partiespeople, 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 Lender and Borrower the Lenders and the Guarantors Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; and (ivD) Borrower and the Guarantors Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Borrower, for itself and on behalf of and the Guarantors, expressly acknowledges that ; (E) their agreement to pay the Applicable Premium as herein described is a material inducement to Lender’s agreement Lenders to enter into this Agreement provide the Commitments and to extend make the Loan to Borrower.Loans, and (F) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the

Applicable Premium. If any Applicable Premium Event occurs, then Borrower shall pay to each Lender, the Applicable Premium. In any such case, the Applicable Premium shall constitute part of the Obligations payable by Xxxxxxxx (and guaranteed by the Guarantors) in respect of the LoanLoans, 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 the Lenders 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 each Lender as a reasonable estimation and calculation of such actual lost profits and other actual damages of Lenderthe 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 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 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 GUARANTORS, HEREBY EXPRESSLY 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 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 (to the fullest extent it and they may lawfully do so) 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 parties, 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 each Lender and Borrower and the Guarantors giving specific consideration in this transaction for such agreement to pay the Applicable Premium; and (iv) Borrower and the Guarantors shall be estopped hereafter from claiming differently than as agreed to in this paragraph. 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 each Lender’s agreement to enter into this Agreement and to extend the Loan Loans to Borrower.