Common use of Applicable Premium Clause in Contracts

Applicable Premium. (A) Upon the making of any payment, repayment, prepayment (other than payments under Sections 2.4(b), 2.6(a)(iii), 2.6(a)(v) or 2.6(a)(vii)), replacement, refinancing, reduction or other satisfaction of the Term Loan (including, without limitation, as a result of acceleration and/or as otherwise contemplated below) (any such event, a “Payment”) (i) at any time during the first eighteen (18) months after the Closing Date, the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage (x), one hundred fifty percent (150%) of the Applicable Rate or Default Rate (as applicable), multiplied by (y), the amount of such prepayment, (ii) at any time during or after the nineteenth (19th) month through twenty-fourth (24th) month after the Closing Date, the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage (x), fifty percent (50%) of the Applicable Rate or Default Rate (as applicable), multiplied by (y), the amount of such Payment and (iii) at any time during or after the twenty-fifth (25) month after the Closing Date but prior to the date that is 90 days before the Maturity Date, the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage (x), twenty five percent (25%) of the Applicable Rate or Default Rate (as applicable), multiplied by (y), the amount of such Payment or (B) upon the making of any prepayment in accordance with Section 2.6(a)(v) or Section 2.6(a)(vii), the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage, a premium equal to 1.00% of the aggregate principal amount of the Term Loan so prepaid (collectively, each a “Prepayment Premium”). 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 time period specified above, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of Applicable Law) or a Change of Control) or otherwise, the Prepayment Premium with respect to any payment, 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 Secured 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 lost profits as a result thereof. The Prepayment Premium 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 Prepayment Premium shall also be payable immediately in the event the Term Loans are satisfied, restructured, discharged 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 Maturity Date. EACH OF THE LOAN PARTIES EXPRESSLY 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 PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Loan Parties expressly agree (to the fullest extent they may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s-length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then-prevailing market rates at the time payment is made; (C) 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 Prepayment Premium; and (D) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Loan Parties expressly acknowledge that the Borrower’s agreement to pay the Prepayment Premium to the Lenders as herein described is a material inducement to the Lenders to provide the Term Loan. For the avoidance of doubt, each reference to the Term Loan in this paragraph shall include all interest (if any) that has been capitalized and added to the principal of the Term Loan from time to time.

Applicable Premium. (A) Upon the making of With respect to the Initial Term Loans and Additional Term Loans (and not for the avoidance of doubt, the 2023 Term Loans, (A) upon the earliest to occur of: (I) the payment, prepayment, repayment or redemption of the Secured Obligations in full prior to the Maturity Date or (II) any Prepayment Event (other than any payment, prepayment or repayment, prepayment (other than payments under Sections 2.4(b), 2.6(a)(iii) (to the extent the Recovery Event Proceeds are reinvested pursuant to such Section), 2.6(a)(v) or 2.6(a)(vii)), replacement, refinancing, reduction or other satisfaction of the Term Loan (the events or circumstance set forth in clauses (I) and (II) above and clause (B) below (including, without limitation, as a result of acceleration and/or as otherwise contemplated below) (any such event, a “PaymentPaymentthe occurrence or commencement of any insolvency proceeding or other Bankruptcy Event), shall each be referred to herein as an “Prepayment Premium Event”) (i) at any time during the first eighteen (18) months after the Closing Date, the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage (x), one hundred fifty percent (150%) of the Applicable Rate or Default Rate (as applicable), multiplied by (y), the amount of such prepaymentpayment, prepayment or repayment, (ii) at any time during or after the nineteenth (19th) month through twenty-fourth (24th) month after the Closing Date, the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage (x), fifty percent (50%) of the Applicable Rate or Default Rate (as applicable), multiplied by (y), the amount of such Payment Paymentpayment, prepayment or repayment and (iii) at any time during or after the twenty-fifth (25) month after the Closing Date but prior to the date that is 90 ninety (90) days before the Maturity Date, the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage (x), twenty five percent (25%) of the Applicable Rate or Default Rate (as applicable), multiplied by (y), the amount of such Payment Paymentpayment, prepayment or repayment or (B) upon the making of any payment, prepayment or repayment in accordance with Section 2.6(a)(v) or Section 2.6(a)(vii), the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage, a premium equal to 1.00% of the aggregate principal amount of the Initial Term Loan LoanLoans and Additional Term Loans (and not for the avoidance of doubt, the 2023 Term Loans) so prepaid (collectivelycollectively clauses (A) and (B), each a “Prepayment Premium”). 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 time period specified above, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of Applicable Law) or a Change of Control) or otherwise, the The Prepayment Premium with respect to any payment, repayment or prepayment of the Initial Term Loan will also Loans shall be fully earned on the Closing Date and due and payable immediately as though upon the Term Loan were prepaid (regardless occurrence of whether all or any portion of the Term Loan were or will be paid or prepaid) and shall constitute part of the Secured 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 lost profits as a result thereofPrepayment Premium Event. The Prepayment Premium payable above with respect to the Additional Term Loans shall be presumed to be fully earned on the liquidated damages sustained by each Lender as First Amendment Effective Date and due and payable immediately upon the result occurrence of the early redemption and the Loan Parties agree that it is reasonable under the circumstances currently existingany Prepayment Premium Event. The Prepayment Premium shall also be in addition to any accrued and unpaid interest, reimbursement obligations or other amounts payable immediately in the event the Term Loans are satisfied, restructured, discharged 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 Maturity Date. EACH OF THE LOAN PARTIES EXPRESSLY 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 PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Loan Parties expressly agree (to the fullest extent they may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s-length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then-prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and connection with the Loan Parties giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Loan Parties expressly acknowledge that the Borrower’s agreement to pay the Prepayment Premium to the Lenders as herein described is a material inducement to the Lenders to provide the Term Loan. For the avoidance of doubt, each reference to the Term Loan in this paragraph shall include all interest (if any) that has been capitalized and added to the principal of the Term Loan from time to timeDocuments.

Applicable Premium. With respect to the Initial Term Loans and Additional Term Loans (and not for the avoidance of doubt, the 2023 Term Loans or the 2024 Term Loans, (A) Upon upon the making earliest to occur of: (I) the payment, prepayment, repayment or redemption of the Secured Obligations in full prior to the Maturity Date or (II) any Prepayment Event (other than any payment, repayment, prepayment (other than payments or repayment under Sections 2.4(b), 2.6(a)(iii) (to the extent the Recovery Event Proceeds are reinvested pursuant to such Section), 2.6(a)(v) or 2.6(a)(vii)), replacement, refinancing, reduction ) (the events or other satisfaction of the Term Loan circumstance set forth in clauses (I) and (II) above and clause (B) below (including, without limitation, the occurrence or commencement of any insolvency proceeding or other Bankruptcy Event), shall each be referred to herein as a result of acceleration and/or as otherwise contemplated below) (any such event, a an “PaymentPrepayment Premium Event”) (i) at any time during the first eighteen (18) months after the Closing Date, the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage (x), one hundred fifty percent (150%) of the Applicable Rate or Default Rate (as applicable), multiplied by (y), the amount of such prepaymentpayment, prepayment or repayment, (ii) at any time during or after the nineteenth (19th) month through twenty-fourth (24th) month after the Closing Date, the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage (x), fifty percent (50%) of the Applicable Rate or Default Rate (as applicable), multiplied by (y), the amount of such Payment payment, prepayment or repayment and (iii) at any time during or after the twenty-fifth (25) month after the Closing Date but prior to the date that is 90 ninety (90) days before the Maturity Date, the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage (x), twenty five percent (25%) of the Applicable Rate or Default Rate (as applicable), multiplied by (y), the amount of such Payment payment, prepayment or repayment or (B) upon the making of any payment, prepayment or repayment in accordance with Section 2.6(a)(v) or Section 2.6(a)(vii), the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage, a premium equal to 1.00% of the aggregate principal amount of the Initial Term Loan Loans and Additional Term Loans (and not for the avoidance of doubt, the 2023 Term Loans or the 2024 Term Loans) so prepaid (collectivelycollectively clauses (A) and (B), each a “Prepayment Premium”). 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 time period specified above, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of Applicable Law) or a Change of Control) or otherwise, the The Prepayment Premium with respect to any payment, repayment or prepayment of the Initial Term Loan will also Loans shall be fully earned on the Closing Date and due and payable immediately as though upon the Term Loan were prepaid (regardless occurrence of whether all or any portion of the Term Loan were or will be paid or prepaid) and shall constitute part of the Secured 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 lost profits as a result thereofPrepayment Premium Event. The Prepayment Premium payable above with respect to the Additional Term Loans shall be presumed to be fully earned on the liquidated damages sustained by each Lender as First Amendment Effective Date and due and payable immediately upon the result occurrence of the early redemption and the Loan Parties agree that it is reasonable under the circumstances currently existingany Prepayment Premium Event. The Prepayment Premium shall also be in addition to any accrued and unpaid interest, reimbursement obligations or other amounts payable immediately in the event the Term Loans are satisfied, restructured, discharged 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 Maturity Date. EACH OF THE LOAN PARTIES EXPRESSLY 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 PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Loan Parties expressly agree (to the fullest extent they may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s-length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then-prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and connection with the Loan Parties giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Loan Parties expressly acknowledge that the Borrower’s agreement to pay the Prepayment Premium to the Lenders as herein described is a material inducement to the Lenders to provide the Term Loan. For the avoidance of doubt, each reference to the Term Loan in this paragraph shall include all interest (if any) that has been capitalized and added to the principal of the Term Loan from time to timeDocuments.

Applicable Premium. With respect to the Initial Term Loans and Additional Term Loans (and not for the avoidance of doubt, the 2023 Term Loans or the 2024 Term Loans, or the JS Loans), (A) Upon upon the making earliest to occur of: (I) the payment, prepayment, repayment or redemption of the Secured Obligations in full prior to the Maturity Date or (II) any Prepayment Event (other than any payment, repayment, prepayment (other than payments or repayment under Sections 2.4(b), 2.6(a)(iii) (to the extent the Recovery Event Proceeds are reinvested pursuant to such Section), 2.6(a)(v) or 2.6(a)(vii)), replacement, refinancing, reduction ) (the events or other satisfaction of the Term Loan circumstance set forth in clauses (I) and (II) above and clause (B) below (including, without limitation, the occurrence or commencement of any insolvency proceeding or other Bankruptcy Event), shall each be referred to herein as a result of acceleration and/or as otherwise contemplated below) (any such event, a an “PaymentPrepayment Premium Event”) (i) at any time during the first eighteen (18) months after the Closing Date, the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage (x), one hundred fifty percent (150%) of the Applicable Rate or Default Rate (as applicable), multiplied by (y), the amount of such prepaymentpayment, prepayment or repayment, (ii) at any time during or after the nineteenth (19th) month through twenty-fourth (24th) month after the Closing Date, the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage (x), fifty percent (50%) of the Applicable Rate or Default Rate (as applicable), multiplied by (y), the amount of such Payment payment, prepayment or repayment and (iii) at any time during or after the twenty-fifth (25) month after the Closing Date but prior to the date that is 90 ninety (90) days before the Maturity Date, the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage (x), twenty five percent (25%) of the Applicable Rate or Default Rate (as applicable), multiplied by (y), the amount of such Payment payment, prepayment or repayment or (B) upon the making of any payment, prepayment or repayment in accordance with Section 2.6(a)(v) or Section 2.6(a)(vii), the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage, a premium equal to 1.00% of the aggregate principal amount of the Initial Term Loan Loans and Additional Term Loans (and not for the avoidance of doubt, the 2023 Term Loans or, the 2024 Term Loans or the JS Loans) so prepaid (collectivelycollectively clauses (A) and (B), each a “Prepayment Premium”). 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 time period specified above, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of Applicable Law) or a Change of Control) or otherwise, the The Prepayment Premium with respect to any payment, repayment or prepayment of the Initial Term Loan will also Loans shall be fully earned on the Closing Date and due and payable immediately as though upon the Term Loan were prepaid (regardless occurrence of whether all or any portion of the Term Loan were or will be paid or prepaid) and shall constitute part of the Secured 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 lost profits as a result thereofPrepayment Premium Event. The Prepayment Premium payable above with respect to the Additional Term Loans shall be presumed to be fully earned on the liquidated damages sustained by each Lender as First Amendment Effective Date and due and payable immediately upon the result occurrence of the early redemption and the Loan Parties agree that it is reasonable under the circumstances currently existingany Prepayment Premium Event. The Prepayment Premium shall also be in addition to any accrued and unpaid interest, reimbursement obligations or other amounts payable immediately in the event the Term Loans are satisfied, restructured, discharged 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 Maturity Date. EACH OF THE LOAN PARTIES EXPRESSLY 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 PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Loan Parties expressly agree (to the fullest extent they may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s-length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then-prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and connection with the Loan Parties giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Loan Parties expressly acknowledge that the Borrower’s agreement to pay the Prepayment Premium to the Lenders as herein described is a material inducement to the Lenders to provide the Term Loan. For the avoidance of doubt, each reference to the Term Loan in this paragraph shall include all interest (if any) that has been capitalized and added to the principal of the Term Loan from time to timeDocuments.

Applicable Premium. With respect to the Initial Term Loans and Additional Term Loans (and not for the avoidance of doubt, the 2023 Term Loans the 2024 Term Loans or, the JS Loans or the 2024-1 Term Loans), (A) Upon upon the making earliest to occur of: (I) the payment, prepayment, repayment or redemption of the Secured Obligations in full prior to the Maturity Date or (II) any Prepayment Event (other than any payment, repayment, prepayment (other than payments or repayment under Sections 2.4(b), 2.6(a)(iii) (to the extent the Recovery Event Proceeds are reinvested pursuant to such Section), 2.6(a)(v) or 2.6(a)(vii)), replacement, refinancing, reduction ) (the events or other satisfaction of the Term Loan circumstance set forth in clauses (I) and (II) above and clause (B) below (including, without limitation, the occurrence or commencement of any insolvency proceeding or other Bankruptcy Event), shall each be referred to herein as a result of acceleration and/or as otherwise contemplated below) (any such event, a an “PaymentPrepayment Premium Event”) (i) at any time during the first eighteen (18) months after the Closing Date, the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage (x), one hundred fifty percent (150%) of the Applicable Rate or Default Rate (as applicable), multiplied by (y), the amount of such prepaymentpayment, prepayment or repayment, (ii) at any time during or after the nineteenth (19th) month through twenty-fourth (24th) month after the Closing Date, the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage (x), fifty percent (50%) of the Applicable Rate or Default Rate (as applicable), multiplied by (y), the amount of such Payment payment, prepayment or repayment and (iii) at any time during or after the twenty-fifth (25) month after the Closing Date but prior to the date that is 90 ninety (90) days before the Maturity Date, the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage (x), twenty five percent (25%) of the Applicable Rate or Default Rate (as applicable), multiplied by (y), the amount of such Payment payment, prepayment or repayment or (B) upon the making of any payment, prepayment or repayment in accordance with Section 2.6(a)(v) or Section 2.6(a)(vii), the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage, a premium equal to 1.00% of the aggregate principal amount of the Initial Term Loan Loans and Additional Term Loans (and not for the avoidance of doubt, the 2023 Term Loans, the 2024 Term Loans, or the JS Loans or the 2024-1 Term Loans) so prepaid (collectivelycollectively clauses (A) and (B), each a “Prepayment Premium”). 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 time period specified above, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of Applicable Law) or a Change of Control) or otherwise, the The Prepayment Premium with respect to any payment, repayment or prepayment of the Initial Term Loan will also Loans shall be fully earned on the Closing Date and due and payable immediately as though upon the Term Loan were prepaid (regardless occurrence of whether all or any portion of the Term Loan were or will be paid or prepaid) and shall constitute part of the Secured 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 lost profits as a result thereofPrepayment Premium Event. The Prepayment Premium payable above with respect to the Additional Term Loans shall be presumed to be fully earned on the liquidated damages sustained by each Lender as First Amendment Effective Date and due and payable immediately upon the result occurrence of the early redemption and the Loan Parties agree that it is reasonable under the circumstances currently existingany Prepayment Premium Event. The Prepayment Premium shall also be in addition to any accrued and unpaid interest, reimbursement obligations or other amounts payable immediately in the event the Term Loans are satisfied, restructured, discharged 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 Maturity Date. EACH OF THE LOAN PARTIES EXPRESSLY 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 PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Loan Parties expressly agree (to the fullest extent they may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s-length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then-prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and connection with the Loan Parties giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Loan Parties expressly acknowledge that the Borrower’s agreement to pay the Prepayment Premium to the Lenders as herein described is a material inducement to the Lenders to provide the Term Loan. For the avoidance of doubt, each reference to the Term Loan in this paragraph shall include all interest (if any) that has been capitalized and added to the principal of the Term Loan from time to timeDocuments.