Common use of Applicable Prepayment Premium Clause in Contracts

Applicable Prepayment Premium. Without limiting the generality of Sections 5.01 and 5.02, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, the Credit Parties hereby acknowledge and agree that if the Obligations are accelerated for any reason prior to the fourth anniversary of the Closing Date, including because of an Event of Default (including by operation of law or otherwise), the commencement of any insolvency proceeding or other proceeding pursuant to any applicable debtor relief laws, sale, disposition or encumbrance (including that by operation of law or otherwise) or a satisfaction or release by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means, the Applicable Prepayment Premium, determined as of the date of acceleration will also be due and payable as though said Obligations 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 lost profits as a result thereof. The Applicable Prepayment Premium payable in accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination and the Credit Parties agree that it is reasonable under the circumstances. The Credit Parties expressly agree that: (i) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Applicable Prepayment 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 Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, and (iv) the Applicable Prepayment 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 ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of any prepayment, including as a result of any Prepayment Event. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION OF THE OBLIGATIONS. The Credit Parties expressly acknowledge that their respective agreement to pay the Applicable Prepayment Premium as herein described is a material inducement to the Lenders to provide the Commitments hereunder and to make the Loans. Furthermore, the Credit Parties acknowledge and agree that the Credit Parties and their respective affiliates shall be estopped hereafter from claiming differently than as agreed to with respect to the Applicable Prepayment Premium and the Credit Parties acknowledge and agree that the Applicable Prepayment Premium is not intended to act as a penalty or to punish the Credit Parties for any action.

Applicable Prepayment Premium. Without limiting the generality of Sections 5.01 and 5.02, and notwithstanding Notwithstanding anything herein to the contrary contrary, except as provided in Section 2.05(e), in the event of the termination of this Agreement or any other Credit Document, the Credit Parties hereby acknowledge and agree that if repayment of the Obligations are accelerated for at any reason time prior to the fourth anniversary Final Maturity Date, for any reason, including (i) termination upon the election of the Closing Date, including because Required Lenders to terminate after the occurrence and during the continuation of an Event of Default (including by operation or, in the case of law the occurrence of any Event of Default described in Section 9.01(f) or otherwiseSection 9.01(g) with respect to any Loan Party, automatically upon the occurrence thereof), (ii) foreclosure and sale of Collateral, (iii) sale of the commencement Collateral in any Insolvency Proceeding, or (iv) restructuring, reorganization, or compromise of any insolvency proceeding the Obligations by the confirmation of a plan of reorganization or other proceeding pursuant to any applicable debtor relief laws, sale, disposition or encumbrance (including that by operation of law or otherwise) or a satisfaction or release by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other meansplan of compromise, the Applicable Prepayment Premiumrestructuring, determined as of the date of acceleration will also be due and payable as though said Obligations were voluntarily prepaid as of such date and shall constitute part of the Obligationsor arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining 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 early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of each Lender’s the lost profits as a result thereof. The Applicable Prepayment Premium payable or damages of the Agents and the Lenders, the Borrowers shall pay to the Administrative Agent, for the account of the Lenders in accordance with written agreements amongst the immediately preceding sentence shall be presumed to be Collateral Agent, the liquidated damages sustained by each Lender Administrative Agent and the Lenders, the Applicable Prepayment Premium, if any, measured as the result of the early termination and the Credit Parties agree that it is reasonable under the circumstancesdate of such termination. The Credit Loan Parties expressly agree that: (iA) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, ; (iiB) the Applicable Prepayment 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 Credit Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, ; (D) the Loan Parties’ agreement to pay the Applicable Prepayment Premium is a material inducement to Lenders to provide the Commitments and make the Loans; and (ivE) the Applicable Prepayment 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 any prepayment, including as a result of any Prepayment Eventsuch acceleration. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION OF THE OBLIGATIONS. The Credit Parties expressly acknowledge that their respective agreement to pay the No Applicable Prepayment Premium as herein described is a material inducement to the Lenders to provide the Commitments hereunder and to make the Loans. Furthermore, the Credit Parties acknowledge and agree that the Credit Parties and their respective affiliates shall be estopped hereafter due and owing (1) in connection with any prepayment of the Term Loan resulting from claiming differently than as agreed to an initial public offering of the Parent that is consummated on or before the first anniversary of the Effective Date, solely with respect to (x) the Applicable Prepayment Premium and first $35,000,000 of the Credit Parties acknowledge and agree that Term Loan prepaid in connection therewith or (y) if the Applicable Prepayment Premium is not intended to act General Atlantic Investment has occurred, the first $50,000,000 of the Term Loan prepaid in connection therewith, (2) in connection with the refinancing in full of Obligations in which Cerberus participates in such refinancing as a penalty or to punish the Credit Parties for any actionlender.

Applicable Prepayment Premium. Upon the occurrence of an Applicable Prepayment Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders, the Applicable Prepayment Premium. Without limiting the generality of Sections 5.01 and 5.02the foregoing, Section 4.01 or Section 4.02, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, the Credit Parties hereby acknowledge it is understood and agree agreed that if the Obligations are accelerated for any reason prior to the fourth anniversary as a result of the Closing Date, including because occurrence and continuance of an any Event of Default (including by operation of law or otherwise), the commencement Applicable Prepayment Premium, if any, determined as of any insolvency proceeding or other proceeding pursuant the date of acceleration, will also be due and payable and will be treated and deemed as though all outstanding Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Prepayment Premium payable in accordance with this Section 4.06 shall be deemed to be equal to any applicable debtor relief lawsliquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Prepayment Premium Trigger Event, saleand the Borrower and the Guarantors agree that it is reasonable under the circumstances currently existing. The Applicable Prepayment Premium, disposition if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or encumbrance (including that by operation of law or otherwise) or a satisfaction or release released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means, the Applicable Prepayment Premium, determined as of the date of acceleration will also be due and payable as though said Obligations 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 lost profits as a result thereof. THE BORROWER AND THE GUARANTORS EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Applicable Prepayment Premium payable in accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination Borrower and the Credit Parties Guarantors expressly agree that it is reasonable under the circumstances. The Credit Parties expressly agree that: (iA) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (iiB) the Applicable Prepayment 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 Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, (D) the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 4.06, (E) their agreement to pay the Applicable Prepayment Premium is a material inducement to the Lenders to provide the Commitments and make the Loans, and (ivF) the Applicable Prepayment 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 ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of any prepayment, including as a result of any Prepayment Event. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION OF THE OBLIGATIONS. The Credit Parties expressly acknowledge that their respective agreement to pay the such Applicable Prepayment Premium as herein described is a material inducement to the Lenders to provide the Commitments hereunder and to make the Loans. Furthermore, the Credit Parties acknowledge and agree that the Credit Parties and their respective affiliates shall be estopped hereafter from claiming differently than as agreed to with respect to the Applicable Prepayment Premium and the Credit Parties acknowledge and agree that the Applicable Prepayment Premium is not intended to act as a penalty or to punish the Credit Parties for any actionTrigger Event.

Applicable Prepayment Premium. Without limiting the generality of Sections 5.01 and 5.02Section 2.5, and notwithstanding anything to the contrary in this Agreement or any other Credit Loan Document, the Credit Loan Parties hereby acknowledge and agree that if the Obligations are accelerated for any reason prior to the fourth anniversary of the Closing Date, including because of an Event of Default (including by operation of law or otherwise), the commencement of any insolvency proceeding Insolvency Proceeding or other proceeding pursuant to any applicable debtor relief laws, sale, disposition or encumbrance (including that by operation of law or otherwise) or a satisfaction or release by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means, the Applicable Prepayment Premium, determined as of the date of acceleration will also be due and payable as though said Obligations 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 lost profits as a result thereof. The Applicable Prepayment Premium payable in accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination and the Credit Loan Parties agree that it is reasonable under the circumstances. The Credit Loan Parties expressly agree that: (i) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Applicable Prepayment 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 Lenders and the Credit Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, and (iv) the Applicable Prepayment 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 ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of any prepayment, including as a result of any Prepayment Event. THE CREDIT LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION OF THE OBLIGATIONS. The Credit Loan Parties expressly acknowledge that their respective agreement to pay the Applicable Prepayment Premium as herein described is a material inducement to the Lenders to provide the Commitments hereunder and to make the LoansLoan. Furthermore, the Credit Loan Parties acknowledge and agree that the Credit Loan Parties and their respective affiliates shall be estopped hereafter from claiming differently than as agreed to with respect to the Applicable Prepayment Premium and the Credit Loan Parties acknowledge and agree that the Applicable Prepayment Premium is not intended to act as a penalty or to punish the Credit Loan Parties for any action.

Applicable Prepayment Premium. Without limiting In the generality event of Sections 5.01 and 5.02(i) an optional prepayment of the Loans pursuant to Section 2.05(b), and notwithstanding anything (ii) a mandatory prepayment of the Loans pursuant to Section 2.05(c) or (iii) the contrary in termination of this Agreement or any other Credit Document, the Credit Parties hereby acknowledge and agree that if repayment of the Obligations are accelerated for at any reason time prior to the fourth anniversary Scheduled Maturity Date, for any reason, including (A) termination upon the election of the Closing Date, including because Required Lenders to terminate after the occurrence and during the continuation of an Event of Default (including by operation or, in the case of law the occurrence of any Event of Default described in Section 9.01(f) or otherwise9.01(g) with respect to any Loan Party, automatically upon the occurrence thereof), (B) foreclosure and sale of the commencement Collateral, (C) sale of the Collateral in any insolvency proceeding Insolvency Proceeding, or (D) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other proceeding pursuant plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to any applicable debtor relief lawsthe Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such prepayment or early termination, saleand by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agents and the Lenders, disposition the Borrowers shall pay to the Administrative Agent, for the account of the Lenders in accordance with their respective Pro Rata Shares, the Applicable Prepayment Premium, measured as of the date of such prepayment or encumbrance termination. Any Applicable Prepayment Premium payable in accordance with this Section 2.06(a) shall be presumed to be the liquidated damages sustained by each Lender as the result of the prepayment or early termination and the Borrowers agree that it is reasonable under the circumstances currently existing. The Applicable Prepayment Premium, if any, shall also be payable in the event the Obligations (including that by operation of law and/or this Agreement) are satisfied or otherwise) or a satisfaction or release released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means, the Applicable Prepayment Premium, determined as of the date of acceleration will also be due and payable as though said Obligations 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 lost profits as a result thereof. The Applicable Prepayment Premium payable in accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination and the Credit Parties agree that it is reasonable under the circumstances. The Credit Parties expressly agree that: (i) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Applicable Prepayment 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 Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, and (iv) the Applicable Prepayment 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 ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of any prepayment, including as a result of any Prepayment Event. THE CREDIT PARTIES BORROWERS EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION OF THE OBLIGATIONSSUCH ACCELERATION. The Credit Parties Borrowers expressly acknowledge that their respective agree that: (A) the Applicable Prepayment Premium is reasonable and is the product of an arm's length transaction between sophisticated business people, ably represented by counsel; (B) the Applicable 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 Lenders and the Borrowers giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium as herein described is a material inducement to Premium; and (D) the Lenders to provide the Commitments hereunder and to make the Loans. Furthermore, the Credit Parties acknowledge and agree that the Credit Parties and their respective affiliates Borrowers shall be estopped hereafter from claiming differently than as agreed to with respect in this Section 2.06(a). The Borrowers expressly acknowledge that their agreement to pay the Applicable Prepayment Premium to Lenders as herein described is a material inducement to Lenders to provide the Commitments and make the Credit Parties acknowledge and agree that the Applicable Prepayment Premium is not intended to act as a penalty or to punish the Credit Parties for any actionTerm Loans.

Applicable Prepayment Premium. Without limiting In the generality event of Sections 5.01 and 5.02, and notwithstanding anything to the contrary in full or partial termination of this Agreement or any other Credit Document, the Credit Parties hereby acknowledge and agree that if repayment of the Obligations are accelerated for at any reason time prior to the fourth anniversary Final Maturity Date, for any reason, including (i) termination upon the election of the Closing Date, including because Required Lenders to terminate after the occurrence and during the continuation of an Event of Default (including by operation or, in the case of law the occurrence of any Event of Default described in Section 9.01(f) or otherwiseSection 9.01(g) with respect to any Loan Party, automatically upon the occurrence thereof), (ii) foreclosure and sale of Collateral, (iii) sale of the commencement Collateral in any Insolvency Proceeding, or (iv) restructure, reorganization, or compromise of any insolvency proceeding the Obligations by the confirmation of a plan of reorganization or other proceeding pursuant to any applicable debtor relief laws, sale, disposition or encumbrance (including that by operation of law or otherwise) or a satisfaction or release by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other meansplan of compromise, the Applicable Prepayment Premiumrestructure, determined as of the date of acceleration will also be due and payable as though said Obligations were voluntarily prepaid as of such date and shall constitute part of the Obligationsor arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining 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 early termination, and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. The Applicable Prepayment Premium payable in accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination and the Credit Parties agree that it is reasonable under the circumstances. The Credit Parties expressly agree that: (i) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Applicable Prepayment 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 Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, and (iv) the Applicable Prepayment Premium represents a good faith, reasonable estimate estimation and calculation of the lost profits or damages of the Lenders Agents and that it would be impractical and extremely difficult to ascertain the actual amount of damages Lenders, the Borrowers shall pay to the Lenders or profits lost by Administrative Agent, for the account of the Lenders as a result of any prepayment, including as a result of any Prepayment Event. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION OF THE OBLIGATIONS. The Credit Parties expressly acknowledge that in accordance with their respective agreement to pay Pro Rata Shares, the Applicable Prepayment Premium Premium, measured as herein described is a material inducement to of the Lenders to provide date of such termination. Notwithstanding the Commitments hereunder and to make the Loans. Furthermoreforegoing, the Credit Parties acknowledge and agree that the Credit Parties and their respective affiliates shall be estopped hereafter from claiming differently than as agreed to with respect to the no Applicable Prepayment Premium shall be due and owing (a) in connection with a Term Loan prepayment resulting from the events described in Section 2.05(c)(iv) or (vii), (b) to any Lender that finances (or any Affiliate of such Lender that finances) the voluntary termination of this Agreement pursuant Section 2.05(b)(iii), (c) prepayments with the proceeds of Permitted Cure Stock, (d) prepayments of Revolving Loans that are not accompanied by a termination of the Revolving Credit Parties acknowledge and agree Commitment, (e) any prepayment of the Term Loan pursuant to Section 2.05(b)(ii) during the first eighteen (18) months after the Effective Date, to the extent the aggregate principal amount of all such prepayments during such period is less than $10,000,000, (f) in connection with any voluntary prepayment of the Term Loans pursuant to Section 2.05(b)(ii) to the extent such prepayment occurs within 90 days prior to the date on which Excess Cash Flow is required to be applied to the Loans in accordance with Section 2.05(c)(iv); provided that the Applicable Prepayment Premium shall be due and owing on any portion of such voluntary prepayment described in this clause (f) that exceeds the amount of the corresponding Excess Cash Flow payment with respect to which such voluntary prepayment is not intended to act as deducted, and (g) in connection with any prepayment of the Term Loan B from the proceeds of a penalty or to punish the Credit Parties for any actionQualified Initial Public Offering.

Applicable Prepayment Premium. Without limiting In the generality event of Sections 5.01 and 5.02, and notwithstanding anything to the contrary in full or partial termination of this Agreement or any other Credit Document, the Credit Parties hereby acknowledge and agree that if repayment of the Obligations are accelerated for at any reason time prior to the fourth anniversary Final Maturity Date, for any reason, including (i) termination upon the election of the Closing Date, including because Required Lenders to terminate after the occurrence and during the continuation of an Event of Default (including by operation or, in the case of law the occurrence of any Event of Default described in Section 9.01(f) or otherwiseSection 9.01(g) with respect to any Loan Party, automatically upon the occurrence thereof), (ii) foreclosure and sale of Collateral, (iii) sale of the commencement Collateral in any Insolvency Proceeding, or (iv) restructure, reorganization, or compromise of any insolvency proceeding the Obligations by the confirmation of a plan of reorganization or other proceeding pursuant to any applicable debtor relief laws, sale, disposition or encumbrance (including that by operation of law or otherwise) or a satisfaction or release by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other meansplan of compromise, the Applicable Prepayment Premiumrestructure, determined as of the date of acceleration will also be due and payable as though said Obligations were voluntarily prepaid as of such date and shall constitute part of the Obligationsor arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining 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 early termination, and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. The Applicable Prepayment Premium payable in accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination and the Credit Parties agree that it is reasonable under the circumstances. The Credit Parties expressly agree that: (i) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Applicable Prepayment 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 Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, and (iv) the Applicable Prepayment Premium represents a good faith, reasonable estimate estimation and calculation of the lost profits or damages of the Lenders Agents and that it would be impractical and extremely difficult to ascertain the actual amount of damages Lenders, the Borrowers shall pay to the Lenders or profits lost by Administrative Agent, for the account of the Lenders as a result of any prepayment, including as a result of any Prepayment Event. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION OF THE OBLIGATIONS. The Credit Parties expressly acknowledge that in accordance with their respective agreement to pay Pro Rata Shares, the Applicable Prepayment Premium Premium, measured as herein described is a material inducement to of the Lenders to provide date of such termination. Notwithstanding the Commitments hereunder and to make the Loans. Furthermoreforegoing, the Credit Parties acknowledge and agree that the Credit Parties and their respective affiliates shall be estopped hereafter from claiming differently than as agreed to with respect to the no Applicable Prepayment Premium shall be due and owing (a) in connection with a Term Loan prepayment resulting from the events described in Section 2.05(c)(iv) or (vii), (b) to any Lender that finances (or any Affiliate of such Lender that finances) the voluntary termination of this Agreement pursuant Section 2.05(b)(iii), (c) prepayments with the proceeds of Permitted Cure Stock, (d) prepayments of Revolving Loans that are not accompanied by a termination of the Revolving Credit Parties acknowledge and agree Commitment, (e) any prepayment of the Term Loan pursuant to Section 2.05(b)(ii) during the first eighteen (18) months after the Effective Date, to the extent the aggregate principal amount of all such prepayments during such period is less than $10,000,000, (f) in connection with any voluntary prepayment of the Term Loans pursuant to Section 2.05(b)(ii) to the extent such prepayment occurs within 90 days prior to the date on which Excess Cash Flow is required to be applied to the Loans in accordance with Section 2.05(c)(iv); provided that the Applicable Prepayment Premium shall be due and owing on any portion of such voluntary prepayment described in this clause (f) that exceeds the amount of the corresponding Excess Cash Flow payment with respect to which such voluntary prepayment is not intended to act as deducted, and (g) in connection with any prepayment of the Term Loan B from the proceeds of a penalty Qualified Initial Public Offering or to punish the Credit Parties for any actiona Private Placement.

Applicable Prepayment Premium. Without limiting In the generality event of Sections 5.01 and 5.02, and notwithstanding anything to the contrary in full or partial termination of this Agreement or any other Credit Document, the Credit Parties hereby acknowledge and agree that if repayment of the Obligations are accelerated for at any reason time prior to the fourth anniversary Final Maturity Date, for any reason, including (i) termination upon the election of the Closing Date, including because Required Lenders to terminate after the occurrence and during the continuation of an Event of Default (including by operation or, in the case of law the occurrence of any Event of Default described in Section 9.01(f) or otherwiseSection 9.01(g) with respect to any Loan Party, automatically upon the occurrence thereof), (ii) foreclosure and sale of Collateral, (iii) sale of the commencement Collateral in any Insolvency Proceeding, or (iv) restructure, reorganization, or compromise of any insolvency proceeding the Obligations by the confirmation of a plan of reorganization or other proceeding pursuant to any applicable debtor relief laws, sale, disposition or encumbrance (including that by operation of law or otherwise) or a satisfaction or release by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other meansplan of compromise, the Applicable Prepayment Premiumrestructure, determined as of the date of acceleration will also be due and payable as though said Obligations were voluntarily prepaid as of such date and shall constitute part of the Obligationsor arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining 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 early termination, and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. The Applicable Prepayment Premium payable in accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination and the Credit Parties agree that it is reasonable under the circumstances. The Credit Parties expressly agree that: (i) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Applicable Prepayment 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 Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, and (iv) the Applicable Prepayment Premium represents a good faith, reasonable estimate estimation and calculation of the lost profits or damages of the Lenders Agents and that it would be impractical and extremely difficult to ascertain the actual amount of damages Lenders, the Borrowers shall pay to the Lenders or profits lost by Administrative Agent, for the account of the Lenders as a result of any prepayment, including as a result of any Prepayment Event. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION OF THE OBLIGATIONS. The Credit Parties expressly acknowledge that in accordance with their respective agreement to pay Pro Rata Shares, the Applicable Prepayment Premium Premium, measured as herein described is a material inducement to of the Lenders to provide date of such termination. Notwithstanding the Commitments hereunder and to make the Loans. Furthermoreforegoing, the Credit Parties acknowledge and agree that the Credit Parties and their respective affiliates shall be estopped hereafter from claiming differently than as agreed to with respect to the no Applicable Prepayment Premium shall be due and owing (a) in connection with a Term Loan prepayment resulting from the events described in Section 2.05(c)(iv) or (vii), (b) to any Lender that finances (or any Affiliate of such Lender that finances) the voluntary termination of this Agreement pursuant Section 2.05(b)(iii), (c) prepayments with the proceeds of Permitted Cure Stock, (d) prepayments of Revolving Loans that are not accompanied by a termination of the Revolving Credit Parties acknowledge and agree Commitment, (e) any prepayment of the Term Loan pursuant to Section 2.05(b)(ii) during the first eighteen (18) months after the Effective Date, to the extent the aggregate principal amount of all such prepayments during such period is less than $10,000,000 and, (f) in connection with any voluntary prepayment of the Term Loans pursuant to Section 2.05(b)(ii) to the extent such prepayment occurs within 90 days prior to the date on which Excess Cash Flow is required to be applied to the Loans in accordance with Section 2.05(c)(iv); provided that the Applicable Prepayment Premium shall be due and owing on any portion of such voluntary prepayment described in this clause (f) that exceeds the amount of the corresponding Excess Cash Flow payment with respect to which such voluntary prepayment is not intended to act as deducted, and (g) in connection with any prepayment of the Term Loan B from the proceeds of a penalty Qualified Initial Public Offering or to punish the Credit Parties for any actiona Private Placement.

Applicable Prepayment Premium. Without limiting the generality of Sections 5.01 and 5.02, and notwithstanding Notwithstanding anything herein to the contrary contrary, to the extent required pursuant to Section 2.05(e) or in the event of the termination of this Agreement or any other Credit Document, the Credit Parties hereby acknowledge and agree that if repayment of the Obligations are accelerated for at any reason time prior to the fourth anniversary Final Maturity Date, for any reason, including (i) termination upon the election of the Closing Date, including because Required Lenders to terminate after the occurrence and during the continuation of an Event of Default (including by operation or, in the case of law the occurrence of any Event of Default described in Section 9.01(f) or otherwiseSection 9.01(g) with respect to any Loan Party, automatically upon the occurrence thereof), (ii) foreclosure and sale of Collateral, (iii) sale of the commencement Collateral in any Insolvency Proceeding, or (iv) restructuring, reorganization, or compromise of any insolvency proceeding the Obligations by the confirmation of a plan of reorganization or other proceeding pursuant to any applicable debtor relief laws, sale, disposition or encumbrance (including that by operation of law or otherwise) or a satisfaction or release by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other meansplan of compromise, the Applicable Prepayment Premiumrestructuring, determined as of the date of acceleration will also be due and payable as though said Obligations were voluntarily prepaid as of such date and shall constitute part of the Obligationsor arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining 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 early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of each Lender’s the lost profits or damages of the Agents and the Lenders, the Borrowers shall pay to the Administrative Agent, for the ratable account of the Term Lenders, the Applicable Prepayment Premium, if any, measured as a result thereofof the date of such termination. The Applicable Prepayment Premium payable in accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination and the Credit Parties agree that it is reasonable under the circumstances. The Credit Loan Parties expressly agree that: (iA) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, ; (iiB) the Applicable Prepayment 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 Credit Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, ; (D) the Loan Parties’ agreement to pay the Applicable Prepayment Premium is a material inducement to Lenders to provide the Commitments and make the Loans; and (ivE) the Applicable Prepayment 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 any prepayment, including as a result of any Prepayment Eventsuch acceleration. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION OF THE OBLIGATIONS. The Credit Parties expressly acknowledge that their respective agreement to pay the No Applicable Prepayment Premium as herein described is a material inducement to the Lenders to provide the Commitments hereunder and to make the Loans. Furthermore, the Credit Parties acknowledge and agree that the Credit Parties and their respective affiliates shall be estopped hereafter from claiming differently than as agreed due and owing in connection with the first $60,000,000 of Term Loans prepaid (including for the avoidance of doubt, prepayments made pursuant to Section 2.05(c)(x)) with respect to the Applicable Prepayment Premium and proceeds of an initial public offering of Equity Interests of the Credit Parties acknowledge and agree that Parent or any direct or indirect parent company of the Applicable Prepayment Premium is not intended to act as a penalty or to punish the Credit Parties for any actionParent.

Applicable Prepayment Premium. Upon the occurrence of a Prepayment Premium Trigger Event, the Borrower shall pay to the applicable Lenders the Prepayment Premium. Without limiting the generality of Sections 5.01 and 5.02this Section 2.04, and notwithstanding anything to the contrary in this Agreement or in any other Credit Loan Document, the Credit Parties hereby acknowledge it is understood and agree agreed that if the Obligations are accelerated for any reason prior to the fourth anniversary as a result of the Closing Date, including because occurrence and continuance of an any Event of Default (including by operation of law or otherwise), the commencement Prepayment Premium, if any, determined as of any insolvency proceeding the date of acceleration, will also be due and payable and will be treated and deemed as though the Loans were redeemed or other proceeding pursuant prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Prepayment Premium payable in accordance with this Section 2.04(c) shall be presumed to any applicable debtor relief lawsbe equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Prepayment Premium Trigger Event, saleand each of the Loan Parties agree that it is reasonable under the circumstances currently existing. The Prepayment Premium, disposition if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or encumbrance (including that by operation of law or otherwise) or a satisfaction or release released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means, the Applicable Prepayment Premium, determined as of the date of acceleration will also be due and payable as though said Obligations 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 lost profits as a result thereof. THE BORROWER 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 PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Applicable Prepayment Premium payable in accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination Borrower and the Credit Parties agree that it is reasonable under the circumstances. The Credit other Loan Parties expressly agree that: that (iA) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (iiB) the Applicable Prepayment 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 Lenders and the Credit Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, (D) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.04(c), (E) their agreement to pay the Prepayment Premium is a material inducement to the Lenders to provide the Commitments and to make the Loans, and (ivF) the Applicable Prepayment 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 ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of any prepayment, including as a result of any Prepayment Event. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION OF THE OBLIGATIONS. The Credit Parties expressly acknowledge that their respective agreement to pay the Applicable such Prepayment Premium as herein described is a material inducement to the Lenders to provide the Commitments hereunder and to make the Loans. Furthermore, the Credit Parties acknowledge and agree that the Credit Parties and their respective affiliates shall be estopped hereafter from claiming differently than as agreed to with respect to the Applicable Prepayment Premium and the Credit Parties acknowledge and agree that the Applicable Prepayment Premium is not intended to act as a penalty or to punish the Credit Parties for any actionTrigger Event.

Applicable Prepayment Premium. If Borrower pays (or is deemed to pay in the case of an acceleration of the Loans), for any reason (including, but not limited to, any optional or mandatory payment after the occurrence and during the continuance of an Event of Default or after acceleration of the Loans including in connection with the commencement of any Insolvency Proceeding or other proceeding pursuant to any Debtor Relief Laws, but in any event excluding ordinary course amortization payments made pursuant to Section 2.2(a) and mandatory prepayments made pursuant to Sections 2.4(e)(ii), 2.4(e)(iv), 2.4(e)(v), 2.4(e)(vi) and 2.4(e)(vii)), all or any part of the principal balance of the Term Loan prior to the second anniversary of the Restatement Date, Borrower shall pay to Agent, for the benefit of all Lenders entitled to a portion of such prepayment, the Applicable Prepayment Premium. Without limiting the generality of Sections 5.01 the foregoing, it is understood and 5.02, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, the Credit Parties hereby acknowledge and agree agreed that if the Obligations are accelerated for any reason prior to the fourth anniversary of the Closing Datereason, including because of an Event of Default (including by operation of law or otherwise)default, the commencement of any insolvency proceeding Insolvency Proceeding or other proceeding pursuant to any applicable debtor relief lawsDebtor Relief Laws, sale, disposition or encumbrance (including that by operation of law or otherwise) or a satisfaction or release by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means, the Applicable Prepayment Premium, if any, determined as of the date of acceleration will also be due and payable as though said Obligations were Indebtedness was 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 lost profits as a result thereof. The Any Applicable Prepayment Premium payable in accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination and the Credit Parties agree Borrower agrees that it is reasonable under the circumstancescircumstances currently existing. The Credit Parties Applicable Prepayment Premium, if any, shall also be payable (i) in the event the Obligations (and/or this Agreement or the Notes evidencing the Obligations) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means and/or (ii) upon the satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement, defeasance or compromise of any of the Obligations (and/or this Agreement or the Notes evidencing the Obligations) in any Insolvency Proceeding or other proceeding pursuant to any Debtor Relief Laws, foreclosure (whether by power of judicial proceeding or otherwise), deed in lieu of foreclosure or by any other means or the making of a distribution of any kind in any Insolvency Proceeding to the Agent, for the account of the Lenders, in full or partial satisfaction of the Obligations. BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING YIELD MAINTENANCE PREMIUM AND PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION INCLUDING IN CONNECTION WITH ANY VOLUNTARY OR INVOLUNTARY ACCELERATION OF THE OBLIGATIONS PURSUANT TO ANY INSOLVENCY PROCEEDING OR OTHER PROCEEDING PURSUANT TO ANY DEBTOR RELIEF LAWS OR PURSUANT TO A PLAN OF REORGANIZATION. Borrower expressly agree agrees that: (iA) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, ; (iiB) the Applicable Prepayment 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 Lenders and the Credit Parties Borrower giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, ; and (ivD) the Applicable Prepayment 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 ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of any prepayment, including as a result of any Prepayment Event. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION OF THE OBLIGATIONS. The Credit Parties expressly acknowledge that their respective agreement to pay the Applicable Prepayment Premium as herein described is a material inducement to the Lenders to provide the Commitments hereunder and to make the Loans. Furthermore, the Credit Parties acknowledge and agree that the Credit Parties and their respective affiliates Borrower shall be estopped hereafter from claiming differently than as agreed to with respect in this paragraph. The Borrower expressly acknowledges that its agreement to pay the Applicable Prepayment Premium to Lenders as herein described is a material inducement to Lenders to provide the Commitments and make the Credit Parties acknowledge and agree that the Applicable Prepayment Premium is not intended to act as a penalty or to punish the Credit Parties for any actionLoans.

Applicable Prepayment Premium. Without limiting the generality of Sections 5.01 and 5.02Section 2.5, and notwithstanding anything to the contrary in this Agreement or any other Credit Loan Document, the Credit Loan Parties hereby acknowledge and agree that if the Obligations are accelerated for any reason prior to the fourth second anniversary of the Closing Date, including because of an Event of Default (including by operation of law or otherwise), the commencement of any insolvency proceeding Insolvency Proceeding or other proceeding pursuant to any applicable debtor relief laws, sale, disposition or encumbrance (including that by operation of law or otherwise) or a satisfaction or release by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means, the Applicable Prepayment Premium, determined as of the date of acceleration will also be due and payable as though said Obligations 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 lost profits as a result thereof. The Applicable Prepayment Premium payable in accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination and the Credit Loan Parties agree that it is reasonable under the circumstances. The Credit Loan Parties expressly agree that: (i) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Applicable Prepayment 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 Lenders and the Credit Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, and (iv) the Applicable Prepayment 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 ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of any prepayment, including as a result of any Prepayment Event. THE CREDIT LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION OF THE OBLIGATIONS. The Credit Loan Parties expressly acknowledge that their respective agreement to pay the Applicable Prepayment Premium as herein described is a material inducement to the Lenders to provide the Commitments hereunder and to make the LoansLoan. Furthermore, the Credit Loan Parties acknowledge and agree that the Credit Loan Parties and their respective affiliates shall be estopped hereafter from claiming differently than as agreed to with respect to the Applicable Prepayment Premium and the Credit Loan Parties acknowledge and agree that the Applicable Prepayment Premium is not intended to act as a penalty or to punish the Credit Loan Parties for any action.

Applicable Prepayment Premium. Without limiting If Administrative Borrower has sent a notice of termination pursuant to the generality provisions of Sections 5.01 this Section, then Lender's obligations to extend credit hereunder shall terminate and 5.02Borrowers shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and notwithstanding anything (b) providing cash collateral to be held by Lender for the benefit of Xxxxx Fargo or its Affiliates with respect to the contrary in this Agreement or any other Credit Document, the Credit Parties hereby acknowledge and agree that if the Obligations are accelerated for any reason prior to the fourth anniversary of the Closing Date, including because of an Event of Default (including by operation of law or otherwisethen extant Bank Products Obligations), the commencement of any insolvency proceeding or other proceeding pursuant to any applicable debtor relief lawsin full, sale, disposition or encumbrance (including that by operation of law or otherwise) or a satisfaction or release by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means, together with the Applicable Prepayment Premium, determined on the date set forth as of the date of acceleration will also be due and payable as though said Obligations were voluntarily prepaid as termination of this Agreement in such date and shall constitute part notice. In the event of the Obligationstermination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender to terminate after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (iv) restructure, reorganization or compromise of the Obligations by the confirmation of a plan of reorganization, or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. The Applicable Prepayment Premium payable in accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination and the Credit Parties agree that it is reasonable under the circumstances. The Credit Parties expressly agree that: (i) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Applicable Prepayment 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 Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, and (iv) the Applicable Prepayment Premium represents a good faith, reasonable estimate estimation and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of any prepaymentLender, including as a result of any Prepayment Event. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION OF THE OBLIGATIONS. The Credit Parties expressly acknowledge that their respective agreement to Borrowers shall pay the Applicable Prepayment Premium to Lender, measured as herein described is a material inducement to of the Lenders to provide the Commitments hereunder and to make the Loans. Furthermore, the Credit Parties acknowledge and agree that the Credit Parties and their respective affiliates shall be estopped hereafter from claiming differently than as agreed to with respect to the Applicable Prepayment Premium and the Credit Parties acknowledge and agree that the Applicable Prepayment Premium is not intended to act as a penalty or to punish the Credit Parties for any actiondate of such termination.

Applicable Prepayment Premium. Without limiting In the generality event that the Borrower shall make a prepayment of Sections 5.01 and 5.02the Term Loans pursuant to Section 2.12(a), and notwithstanding anything Section 2.12(c)(i) or Section 2.12(c)(ii), the Borrower shall pay to the contrary in this Agreement or any other Credit DocumentAdministrative Agent, for the ratable account of each of the applicable Lenders, the Credit Parties hereby acknowledge Applicable Prepayment Premium. As used herein, the “Applicable Prepayment Premium” means (A) prior to the first anniversary of the Initial Funding Date, the Make-Whole Amount, (B) on or after the first anniversary of the Initial Funding Date and agree that if prior to the Obligations are accelerated for any reason second anniversary of the Initial Funding Date, a prepayment premium of 12.00% of the aggregate principal amount of the Term Loans so prepaid, (C) on or after the second anniversary of the Initial Funding Date and prior to the third anniversary of the Initial Funding Date, a prepayment premium of 10.00% of the aggregate principal amount of the Term Loans so prepaid and (D) on or after the third anniversary of the Initial Funding Date and prior to the fourth anniversary of the Closing Initial Funding Date, including because a prepayment premium of 8.00% of the aggregate principal amount of the Term Loans so prepaid. The Applicable Prepayment Premium shall be due and payable on the date of such prepayment. It is understood and agreed that if the Obligations are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of an Event of Default under paragraph (including by operation h) or (i) of law or otherwiseArticle VII), any Applicable Prepayment Premium which would have applied if, at the commencement time of such acceleration, the Borrower had made a prepayment of the Loans as contemplated in this clause (b) (any insolvency proceeding or other proceeding pursuant to any applicable debtor relief lawssuch event, sale, disposition or encumbrance (including that by operation of law or otherwise) or a satisfaction or release by foreclosure (whether by power of judicial proceeding“Prepayment Premium Event”), deed in lieu of foreclosure or by any other means, the Applicable Prepayment Premium, determined as of the date of acceleration will also be due and payable as though said Obligations were voluntarily prepaid as of a Prepayment Premium Event had occurred and such date and Applicable Prepayment Premium 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 lost profits as a result thereof. The Any Applicable Prepayment Premium payable in accordance with the immediately preceding sentence above shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination and the Credit Parties agree Borrower agrees that it is reasonable under the circumstancescircumstances currently existing. The Credit Parties Applicable Prepayment Premium 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. EACH LOAN PARTY 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 APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agree agrees (to the fullest extent that each may lawfully do so) that: (iA) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, ; (iiB) the Applicable Prepayment 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 Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, and (iv) the Applicable Prepayment 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 ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of any prepayment, including as a result of any Prepayment Event. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION OF THE OBLIGATIONS. The Credit Parties expressly acknowledge that their respective agreement to pay the Applicable Prepayment Premium as herein described is a material inducement to the Lenders to provide the Commitments hereunder and to make the Loans. Furthermore, the Credit Parties acknowledge and agree that the Credit Parties and their respective affiliates shall be estopped hereafter from claiming differently than as agreed to with respect to the Applicable Prepayment Premium and the Credit Parties acknowledge and agree that the Applicable Prepayment Premium is not intended to act as a penalty or to punish the Credit Parties for any action.;

Applicable Prepayment Premium. Upon the occurrence of any applicable Prepayment Premium Trigger Event, the Applicable Prepayment Premium shall become immediately earned, due and payable and the Borrower shall pay the amount of the Applicable Prepayment Premium in cash to Agent, for the ratable account of the Lenders, on the date of such Prepayment Premium Trigger Event. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of any applicable Prepayment Premium Trigger Event and that, in view of the impracticability and extreme difficulty in ascertaining the actual amount of such damages, the Applicable Prepayment Premium constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof. Without limiting the generality of Sections 5.01 the foregoing, it is understood and 5.02, and notwithstanding anything to the contrary in this Agreement agreed that if all or any other Credit Document, the Credit Parties hereby acknowledge and agree that if portion of the Obligations are accelerated for any reason prior to the fourth anniversary of the Closing Datereason, including because of an Event of Default (including by operation of law or otherwise), the commencement of any insolvency proceeding or other proceeding pursuant to any applicable debtor relief laws, sale, disposition or encumbrance Debtor Relief Law (including that acceleration by operation of law or otherwise) or a satisfaction or release by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means, the Applicable Prepayment Premium, Premium determined as of the such date of acceleration (if applicable) will also be due and payable as though said Obligations the Term 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 the Lenders’ lost profits as a result thereof. The Loan Parties hereby agree that payment of the Applicable Prepayment Premium payable in accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination and the Credit Parties agree that it due hereunder is reasonable under the circumstancescircumstances currently existing. The Credit Applicable Prepayment Premium determined as of such date (if applicable) shall also be due and 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 or the Obligations are reinstated pursuant to Section 1124 or any other provision of the Bankruptcy Code. In the event the Applicable Prepayment Premium is determined not to be due and payable by order of any court of competent jurisdiction, including by operation of the Bankruptcy Code, despite an applicable Prepayment Premium Trigger Event having occurred, the Applicable Prepayment Premium (if applicable) shall nonetheless constitute Obligations under this Agreement for all purposes hereunder. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE LOAN PARTIES HEREBY EXPRESSLY WAIVES (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 APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY APPLICABLE PREPAYMENT PREMIUM TRIGGER EVENT INCLUDING IN CONNECTION WITH ANY VOLUNTARY OR INVOLUNTARY ACCELERATION OF ALL OR ANY PORTION OF THE OBLIGATIONS AND THE TERMINATION OF THE COMMITMENTS AS A RESULT OF ANY INSOLVENCY PROCEEDING OR OTHER PROCEEDING PURSUANT TO ANY DEBTOR RELIEF LAWS OR PURSUANT TO A PLAN OF REORGANIZATION. Each of the Loan Parties hereby expressly agree agrees that: (iA) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, ; (iiB) the Applicable Prepayment 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 Lenders the Loan Parties and the Credit Parties Lenders giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, Premium and (ivD) the Applicable Prepayment Premium represents a good faith, reasonable estimate and calculation Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Each of the lost profits or damages of Loan Parties hereby expressly acknowledges that the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of any prepayment, including as a result of any Prepayment Event. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION OF THE OBLIGATIONS. The Credit Parties expressly acknowledge that their respective agreement to pay or guarantee the payment of the Applicable Prepayment Premium as herein described is a material inducement to the Lenders to provide enter into this Agreement and the Commitments hereunder other Loan Documents and to make the LoansTerm Loans hereunder. Furthermore, the Credit Parties acknowledge and agree that the Credit Parties and their respective affiliates shall be estopped hereafter from claiming differently than as agreed to with respect Notwithstanding anything in this Agreement to the Applicable Prepayment Premium and the Credit Parties acknowledge and agree that the Applicable Prepayment Premium is not intended to act as a penalty or to punish the Credit Parties for any action.contrary:

Applicable Prepayment Premium. Without limiting In the generality event that the Borrower shall make a prepayment of Sections 5.01 the Term Loans pursuant to Section 2.12(a), Section 2.12(c)(i) or Section 2.12(c)(ii), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, the Applicable Prepayment Premium. As used herein, the “Applicable Prepayment Premium” means (A) prior to the first anniversary of the Effective Date, the Make-Whole Amount, (B) on or after the first anniversary of the Effective Date and 5.02prior to the second anniversary of the Effective Date, a prepayment premium of 4.00% of the aggregate principal amount of the Term Loans so prepaid, and notwithstanding anything (C) on or after the second anniversary of the Effective Date and prior to the contrary in this Agreement or any other Credit DocumentTerm Loan Maturity Date, a prepayment premium of 0.00% of the Credit Parties hereby acknowledge aggregate principal amount of the Term Loans so prepaid. The Applicable Prepayment Premium shall be due and agree payable on the date of such prepayment. It is understood and agreed that if the Obligations are accelerated for any reason or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including, but not limited to, upon the fourth anniversary of the Closing Date, including because occurrence of an Event of Default under paragraph (including by operation h) or (i) of law or otherwiseArticle VII), any Applicable Prepayment Premium which would have applied if, at the commencement time of such acceleration, the Borrower had made a prepayment of the Term Loans as contemplated in this clause (b) (any insolvency proceeding or other proceeding pursuant to any applicable debtor relief lawssuch event, sale, disposition or encumbrance (including that by operation of law or otherwise) or a satisfaction or release by foreclosure (whether by power of judicial proceeding“Prepayment Premium Event”), deed in lieu of foreclosure or by any other means, the Applicable Prepayment Premium, determined as of the date of acceleration will also be due and payable as though said Obligations were voluntarily prepaid as of a Prepayment Premium Event had occurred and such date and Applicable Prepayment Premium 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 lost profits as a result thereof. The Any Applicable Prepayment Premium payable in accordance with the immediately preceding sentence above shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination and the Credit Parties agree Borrower agrees that it is reasonable under the circumstancescircumstances currently existing. The Credit Parties Applicable Prepayment Premium 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. EACH LOAN PARTY 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 APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agree agrees (to the fullest extent that each may lawfully do so) that: (iA) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, ; (iiB) the Applicable Prepayment 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 Credit Parties Borrower giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, ; and (ivD) the Applicable Prepayment Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would Borrower shall be impractical and extremely difficult estopped hereafter from claiming differently than as agreed to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of any prepayment, including as a result of any Prepayment Event. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION OF THE OBLIGATIONSin this clause (b). The Credit Parties Borrower expressly acknowledge acknowledges that their respective its agreement to pay the Applicable Prepayment Premium to the Lenders as herein described is a material inducement to the Lenders to provide the Commitments hereunder and to make the Loans. Furthermore, the Credit Parties acknowledge and agree that the Credit Parties and their respective affiliates shall be estopped hereafter from claiming differently than as agreed to with respect to the Applicable Prepayment Premium and the Credit Parties acknowledge and agree that the Applicable Prepayment Premium is not intended to act as a penalty or to punish the Credit Parties for any action.

Applicable Prepayment Premium. Without limiting the generality of Sections 5.01 and 5.02, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, the Credit Parties hereby acknowledge and agree that if If the Obligations are accelerated for any reason prior to the fourth anniversary of the Closing Datereason, including because of an Event of Default (including by operation of law or otherwise), the commencement of any insolvency proceeding or other proceeding pursuant to any applicable debtor relief lawsdefault, sale, disposition transfer or encumbrance (including that by operation of law or otherwise) or a satisfaction or release by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means, the Applicable Prepayment Premium, determined as of Premium and any unamortized discount on the date of acceleration Loans will also be due and payable as though said Obligations were indebtedness was 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 LenderXxxxxx’s lost profits as a result thereof. The Any Applicable Prepayment Premium and unamortized discount on the Loans payable in accordance with the immediately preceding sentence above shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination and the Credit Parties agree Borrower agrees that it is reasonable under the circumstancescircumstances currently existing. The Credit Parties Applicable Prepayment Premium and any unamortized discount on the Loans shall also be payable in the event the Obligations (and/or this Agreement or the Notes evidencing the Obligations) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW WHICH PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM AND ANY UNAMORTIZED DISCOUNT ON THE LOANS IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agree agrees that: (iA) the Applicable Prepayment Premium and any discount on the Loans provided for herein is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, ; (iiB) the Applicable Prepayment Premium and any unamortized discount on the Loans shall be payable notwithstanding the then prevailing market rates at the time payment is made, ; (iiiC) there has been a course of conduct between Lenders and the Credit Parties Borrower giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, Premium and any unamortized discount on the Loans; and (ivD) the Applicable Prepayment Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would Borrower shall be impractical and extremely difficult estopped hereafter from claiming differently than as agreed to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of any prepayment, including as a result of any Prepayment Event. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION OF THE OBLIGATIONSin this paragraph. The Credit Parties Borrower expressly acknowledge acknowledges that their respective its agreement to pay the Applicable Prepayment Premium and any unamortized discount on the Loans to Lenders as herein described is a material inducement to the Lenders to provide the Commitments hereunder and to make the Loans. Furthermore, Term Loans and enter into the Credit Parties acknowledge and agree that the Credit Parties and their respective affiliates shall be estopped hereafter from claiming differently than as agreed to with respect to the Applicable Prepayment Premium and the Credit Parties acknowledge and agree that the Applicable Prepayment Premium is not intended to act as a penalty or to punish the Credit Parties for any actionDocuments.

Applicable Prepayment Premium. In the event of (i) an optional prepayment of the Loans pursuant to Section 2.05(b)(ii), (ii) the termination of this Agreement at any time prior to the 2 year anniversary of the Effective Date, for any reason, including (A) termination of this Agreement upon the election of the Required Lenders after the occurrence and during the continuation of an Event of Default (or, in the case of the occurrence of any Event of Default described in Section 9.01(f) or Section 9.01(g), automatically upon the occurrence thereof), (B) foreclosure and sale of Collateral, (C) sale of Collateral in any Insolvency Proceeding, or (D) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining 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 early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agents and the Lenders, the Borrower shall pay to the Administrative Agent, for the account of the Lenders, the Applicable Prepayment Premium, measured as of the date of such termination. Without limiting the generality of Sections 5.01 the foregoing, it is understood and 5.02, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, the Credit Parties hereby acknowledge and agree agreed that if the Obligations are accelerated for any reason prior to the fourth anniversary of the Closing Datereason, including because of an Event of Default (including by operation of law or otherwise), the commencement of any insolvency proceeding or other proceeding pursuant to any applicable debtor relief lawsdefault, sale, disposition or encumbrance (including that by operation of law or otherwise), the Applicable Prepayment Premium will also be due and payable as though said indebtedness was voluntarily prepaid and shall constitute part of the Obligations. Any Applicable Prepayment Premium payable above shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination and the Loan Parties agree that it is reasonable under the circumstances currently existing. The Applicable Prepayment Premium shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or a satisfaction or release released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means, the Applicable Prepayment Premium, determined as of the date of acceleration will also be due and payable as though said Obligations 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 lost profits as a result thereof. The Applicable Prepayment Premium payable in accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination and the Credit Parties agree that it is reasonable under the circumstancesEACH OF THE LOAN PARTIES EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Parties Each Loan Party expressly agree agrees that: (i1) the Applicable Prepayment Premium is reasonable and is the product of an arm’s 's length transaction between sophisticated business people, ably represented by counsel, ; (ii2) the Applicable Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, ; (iii3) there has been a course of conduct between Lenders and the Credit Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, ; and (iv4) the Applicable Prepayment 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 ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of any prepayment, including as a result of any Prepayment Event. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION OF THE OBLIGATIONS. The Credit Loan Parties expressly acknowledge that their respective agreement to pay the Applicable Prepayment Premium as herein described is a material inducement to the Lenders to provide the Commitments hereunder and to make the Loans. Furthermore, the Credit Parties acknowledge and agree that the Credit Parties and their respective affiliates shall be estopped hereafter from claiming differently than as agreed to with respect in this paragraph. Each Loan Party expressly acknowledges that its agreement to pay the Applicable Prepayment Premium to Lenders as herein described is a material inducement to Lenders to provide the Commitments and make the Credit Parties acknowledge and agree that the Applicable Prepayment Premium is not intended to act as a penalty or to punish the Credit Parties for any actionLoans.