Common use of Call Protection Clause in Contracts

Call Protection. In the event all or any portion of the principal of the Loans is (i) voluntarily prepaid under Section 2.1(c), (ii) prepaid under Section 2.3(a) (other than as a result of any Disposition pursuant to clause (g) or (h) of the definition of “Permitted Dispositions”), Section 2.3(b) (other than as a result of receipt of any Extraordinary Receipts under clause (a) or (b) of the definition thereof) or Section 2.3(c), (iii) accelerated in accordance with Article XI (including, without limitation, automatic acceleration upon an Event of Default under Section 10.6 or operation of law upon the occurrence of a bankruptcy or insolvency event) or (iv) satisfied or released by foreclosure (whether by power of judicial proceeding) or deed in lieu of foreclosure, Borrowers shall be required to pay (A) the Make Whole Amount if such prepayment, acceleration, satisfaction or release occurs on or prior to the 30-month anniversary of the Closing Date or (B) the Applicable Prepayment Premium if such prepayment, acceleration, satisfaction or release occurs after the 30-month anniversary of the Closing Date (the Make Whole Amount, the Applicable Prepayment Premium, the Change of Control Premium and the Equity Claw Premium, as the case may be, the “Prepayment Premium”). It is understood and agreed that the Prepayment Premium applicable at the time of a prepayment, acceleration, satisfaction or release 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. Any Prepayment Premium payable under the terms of this Agreement shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, and Borrowers agree that it is reasonable under the circumstances currently existing. 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 PREPAYMENT PREMIUM IN CONNECTION WITH SUCH PREPAYMENT PREMIUM OR ACCELERATION. Borrowers expressly agree (to the fullest extent that 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 Lenders and Borrowers giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) Borrowers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Borrowers expressly acknowledge that their agreement to pay the Prepayment Premium to Lenders as herein described is a material inducement to Lenders to provide the Commitments and make the Loans. For the avoidance of doubt, Agent shall have no obligation to calculate, or to verify Borrowers’ or any Lender’s calculation of, any Prepayment Premium due under this Agreement.

Call Protection. In the event that all or any portion of the principal of the Closing Date Term Loans is (i) voluntarily are repaid, prepaid under Section 2.1(c)or accelerated for any reason, (ii) prepaid under Section 2.3(a) (other than including as a result of any Disposition mandatory prepayments, voluntary prepayments, payments made following acceleration of the Loans or after an Event of Default (other than mandatory prepayments pursuant to clause (gSection 2.05(2)(a) or (hc) or amortization payments pursuant to Section 2.07) the Borrower shall pay to the Administrative Agent, for the benefit of Lenders holding such Closing Date Term Loans as an inducement for making the definition Closing Date Term Loans (and not as a penalty) an amount equal to the Prepayment Premium, which Prepayment Premium shall be fully earned, and due and payable, on the date of “Permitted Dispositions”)such payment or prepayment, Section 2.3(b) (other than or on the date such payment or prepayment is required to be made, as applicable, and non-refundable when made; provided, that no Prepayment Premium shall be payable with respect to the first $50,000,000 of prepayments of Closing Date Term Loans that occur in connection with a Qualifying IPO. If the Loans are accelerated or otherwise become due prior to their maturity date, in each case, as a result of receipt of any Extraordinary Receipts under clause (a) or (b) of the definition thereof) or Section 2.3(c), (iii) accelerated in accordance with Article XI (including, without limitation, automatic acceleration upon an Event of Default under Section 10.6 or operation of law (including upon the occurrence of a bankruptcy or insolvency event) event (including the acceleration of claims by operation of law)), the amount of principal of and premium on the Loans that becomes due and payable shall equal 100% of the principal amount of the Loans plus the Prepayment Premium in effect on the date of such acceleration or (iv) satisfied or released by foreclosure (whether by power of judicial proceeding) or deed in lieu of foreclosuresuch other prior due date, Borrowers shall be required to pay (A) the Make Whole Amount as if such prepayment, acceleration, satisfaction acceleration or release occurs on or prior to the 30-month anniversary other occurrence were a voluntary prepayment of the Closing Date Loans accelerated or (B) otherwise becoming due. Without limiting the Applicable Prepayment Premium if such prepayment, acceleration, satisfaction or release occurs after the 30-month anniversary generality of the Closing Date (the Make Whole Amountforegoing, the Applicable Prepayment Premium, the Change of Control Premium and the Equity Claw Premium, as the case may be, the “Prepayment Premium”). It it is understood and agreed that if the Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable at with respect to a voluntary prepayment of the time Loans will also be due and payable on the date of a prepayment, acceleration, satisfaction such acceleration or release such other prior due date as though the Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any Prepayment Premium premium payable under the terms of this Agreement above shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, prepayment and Borrowers agree the Borrower agrees that it is reasonable under the circumstances currently existing. 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 PREPAYMENT PREMIUM IN CONNECTION WITH SUCH PREPAYMENT PREMIUM OR ACCELERATION. Borrowers The Borrower expressly agree agrees (to the fullest extent that they it 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-then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and Borrowers the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) Borrowers the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Borrowers expressly acknowledge that their agreement to pay the Prepayment Premium to Lenders as herein described is a material inducement to Lenders to provide the Commitments and make the Loans. For the avoidance of doubt, Agent shall have no obligation to calculate, or to verify Borrowers’ or any Lender’s calculation of, any Prepayment Premium due under this Agreement.

Call Protection. In the event all or any portion of the principal of the Loans is (i) voluntarily prepaid under Section 2.1(c), (ii) prepaid under Section 2.3(a) (other than as a result of any Disposition pursuant to clause (g) or (h) of the definition of “Permitted Dispositions”), Section 2.3(b) (other than as a result of receipt of any Extraordinary Receipts under clause (a) or (b) of the definition thereof) ), Section 2.3(c), or Section 2.3(c2.3(d), (iii) accelerated in accordance with Article XI (including, without limitation, automatic acceleration upon an Event of Default under Section 10.6 or operation of law upon the occurrence of a bankruptcy or insolvency event) or (iv) satisfied or released by foreclosure (whether by power of judicial proceeding) or deed in lieu of foreclosure, Borrowers shall be required to pay (A) the Make Whole Amount Applicable Prepayment Premium if such prepayment, acceleration, satisfaction or release occurs on or prior to the 30-month anniversary of the Closing Date or (B) the Applicable Prepayment Premium if such prepayment, acceleration, satisfaction or release occurs after the 30-month second anniversary of the Closing Date (the Make Whole Amount, the Applicable Prepayment Premium, the Change of Control Premium and the Equity Claw Premium, as the case may besuch premium, the “Prepayment Premium”). It is understood and agreed that the Prepayment Premium applicable at the time of a prepayment, acceleration, satisfaction or release 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. Any Prepayment Premium payable under the terms of this Agreement shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, and Borrowers agree that it is reasonable under the circumstances currently existing. 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 PREPAYMENT PREMIUM IN CONNECTION WITH SUCH PREPAYMENT PREMIUM OR ACCELERATION. Borrowers expressly agree (to the fullest extent that 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 Lenders and Borrowers giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) Borrowers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Borrowers expressly acknowledge that their agreement to pay the Prepayment Premium to Lenders as herein described is a material inducement to Lenders to provide the Commitments and make the Loans. For the avoidance of doubt, Agent shall have no obligation to calculate, or to verify Borrowers’ or any Lender’s calculation of, any Prepayment Premium due under this Agreement.

Call Protection. In the event that prior to the date that is six months after the Closing DateOctober 15, 2024, all or any portion of the principal of the Tranche B Term Loans is (i) voluntarily prepaid under Section 2.1(c), (ii) prepaid under Section 2.3(a) (other than as a result of any Disposition pursuant to clause (g) or (h) of the definition of “Permitted Dispositions”), Section 2.3(b) (other than as a result of receipt of any Extraordinary Receipts under clause (a) or (b) of the definition thereof) or Section 2.3(c), (iii) accelerated in accordance with Article XI (including, without limitation, automatic acceleration upon an Event of Default under Section 10.6 or operation of law upon the occurrence of a bankruptcy or insolvency event) or (iv) satisfied or released by foreclosure (whether by power of judicial proceeding) or deed in lieu of foreclosure, Borrowers shall be required to pay (A) the Make Whole Amount if such prepayment, acceleration, satisfaction or release occurs on or prior to the 30-month anniversary of the Closing Date or (B) the Applicable Prepayment Premium if such prepayment, acceleration, satisfaction or release occurs after the 30-month anniversary of the Closing Date (the Make Whole Amount, the Applicable Prepayment Premium, the Change of Control Premium and the Equity Claw Premium, as the case may be, the “Prepayment Premium”). It is understood and agreed that the Prepayment Premium applicable at the time of a prepayment, acceleration, satisfaction or release 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. Any Prepayment Premium payable under the terms of this Agreement shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, and Borrowers agree that it is reasonable under the circumstances currently existing. 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 PREPAYMENT PREMIUM IN CONNECTION WITH SUCH PREPAYMENT PREMIUM OR ACCELERATION. Borrowers expressly agree (to the fullest extent that 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 Lenders and Borrowers giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) Borrowers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Borrowers expressly acknowledge that their agreement to pay the Prepayment Premium to Lenders as herein described is a material inducement to Lenders to provide the Commitments and make the Loans. For the avoidance of doubt, Agent shall have no obligation to calculatethe Second Amendment Incremental Term Loans) are (A) prepaid or refinanced substantially concurrently with the incurrence of, or conversion of the Tranche B Term Loans into, new syndicated secured Indebtedness having a Weighted Average Yield less than the Weighted Average Yield of the Tranche B Term Loans so prepaid or refinanced (including any prepayment made pursuant to verify Borrowers’ Section 2.10(b)(v) (Prepayment of Loans)), (B) repriced (including pursuant to any amendment, amendment and restatement or any other modification of any Loan Document) the result of which would be the lowering of the Weighted Average Yield of the Tranche B Term Loans subject to such repricing or (C) assigned by any Term Lender pursuant to Section 2.18 (Mitigation Obligations; Replacement of Lenders) as a result of, or in connection with, such Lender’s calculation ofnot agreeing or otherwise consenting to any amendment, waiver, or consent having the effect referred to in clause (B) above, and, in each case the primary purpose thereof is to reduce the effective cost or Weighted Average Yield of the Tranche B Term Loans (each, a “Repricing Transaction”) (excluding any Prepayment Premium due under this Agreementprepayment or refinancing of the Tranche B Term Loans in connection with a Change of Control, an initial public offering, or a Transformative Event, each of which shall not be a Repricing Transaction), then in each case the Term Lenders holding the Tranche B Term Loans subject to any such Repricing Transaction shall be entitled to a prepayment premium equal to 1.00% of the principal amount of such Tranche B Term Loans at the time of such Repricing Transaction.

Call Protection. In the event all or any portion of the principal of the Loans is (i) voluntarily prepaid under Section 2.1(c2.06(a), (ii) prepaid under Section 2.3(a) (other than as a result of any Disposition pursuant to clause (g) or (h) of the definition of “Permitted Dispositions”2.07(a), Section 2.3(b) (other than as a result of receipt of any Extraordinary Receipts under clause (a) or (b) of the definition thereof2.07(b), Section 2.07(c), Section 2.07(d) or Section 2.3(c2.07(e), (iii) accelerated in accordance with Article XI VII (including, without limitation, automatic acceleration upon an Event of Default under Section 10.6 7.01(f) or Section 7.01(g) or operation of law upon the occurrence of a bankruptcy or insolvency event) or (iv) satisfied or released by foreclosure (whether by power of judicial proceeding) or ), deed in lieu of foreclosureforeclosure or by any other means, Borrowers the Borrower shall be required to pay (A) the Make Whole Amount if such prepayment, acceleration, satisfaction or release occurs on or prior to the 30-month third anniversary of the Closing Date or (B) the Applicable Prepayment Premium if such prepayment, acceleration, satisfaction or release occurs after the 30-month third anniversary of the Closing Date (the Make Whole Amount, Amount and the Applicable Prepayment Premium, the Change of Control Premium and the Equity Claw Premium, as the case may be, the “Prepayment Premium”); provided, that prepayments of outstanding PIK Interest that have been accrued and capitalized pursuant to Section 2.11(d) shall not be subject to any Prepayment Premium. It is understood and agreed that the Prepayment Premium applicable at the time of a prepayment, acceleration, satisfaction or release 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. Any Prepayment Premium payable under the terms of this Agreement shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, and Borrowers agree the Borrower agrees that it is reasonable under the circumstances currently existing. 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 PREPAYMENT PREMIUM IN CONNECTION WITH SUCH PREPAYMENT PREMIUM OR ACCELERATION. Borrowers The Borrower expressly agree agrees (to the fullest extent that they it 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 Borrowers the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) Borrowers the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Borrowers The Borrower expressly acknowledge acknowledges that their its agreement to pay the Prepayment Premium to the Lenders as herein described is a material inducement to the Lenders to provide the Commitments and make the Loans. For the avoidance of doubt, the Disbursing Agent shall have no obligation to calculate, or to verify Borrowers’ the Borrower’s or any Lender’s calculation of, any Prepayment Premium due under this Agreement.

Call Protection. In If, after the event all or any portion of the principal of the Loans is (i) voluntarily prepaid under Section 2.1(c), (ii) prepaid under Section 2.3(a) (other than as a result of any Disposition pursuant to clause (g) or (h) of the definition of “Permitted Dispositions”), Section 2.3(b) (other than as a result of receipt of any Extraordinary Receipts under clause (a) or (b) of the definition thereof) or Section 2.3(c), (iii) accelerated in accordance with Article XI (including, without limitation, automatic acceleration upon an Event of Default under Section 10.6 or operation of law upon the occurrence of a bankruptcy or insolvency event) or (iv) satisfied or released by foreclosure (whether by power of judicial proceeding) or deed in lieu of foreclosure, Borrowers shall be required to pay (A) the Make Whole Amount if such prepayment, acceleration, satisfaction or release occurs on or prior to the 30-18 month anniversary of the Closing Date Date, Borrowers pay, for any reason (including, but not limited to, any optional or mandatory payment after the occurrence of an Event of Default or after acceleration), all or any part of the principal balance of any Term Loan and/or any Commitment is reduced or terminated (Bother than (i) the Applicable Prepayment Premium if such prepayment, acceleration, satisfaction or release occurs after the 30-month anniversary termination of any Term Loan Commitments on the Closing Date or on the date of the full funding of such Commitment or (ii) with respect to prepayments made pursuant to Section 2.13(e)), Company shall pay to Service Agent, for the Make Whole Amount, the Applicable Prepayment Premium, the Change benefit of Control Premium and the Equity Claw Premium, as the case may be, all Lenders entitled to a portion of such prepayment or reduction a prepayment premium (the “Prepayment Premium”). It ) on the amount so prepaid or reduced as follows: After 18 and prior to 31 3.0 % on or after 31 and prior to 49 1.0 % on or after 49 0.0 % Without limiting the generality of the foregoing, it is understood and agreed that if the Obligations are accelerated for any reason, including because of default, sale, disposition or encumbrance (including that by operation of law or otherwise), the Yield Maintenance Premium, if any, and Prepayment Premium applicable at Premium, if any, determined as of the time date of a prepayment, acceleration, satisfaction or release acceleration will also be due and payable as though said 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. Any Yield Maintenance Premium and Prepayment Premium payable under in accordance with the terms of this Agreement immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, termination and the Borrowers agree that it is reasonable under the circumstances currently existing. EACH LOAN PARTY The Yield Maintenance Premium, if any, and Prepayment Premium, if any, 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 BORROWERS EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) WAIVE 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 PREPAYMENT PREMIUM OR ACCELERATION. The Borrowers expressly agree (to the fullest extent that they may lawfully do so) that: (A) the Yield Maintenance Premium and Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Yield Maintenance Premium and Prepayment Premium shall be payable notwithstanding the then-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 Yield Maintenance Premium and Prepayment Premium; and (D) the Borrowers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Borrowers expressly acknowledge that their agreement to pay the Yield Maintenance Premium and Prepayment Premium to Lenders as herein described is a material inducement to Lenders to provide the Commitments and make the Loans. For the avoidance of doubt, Agent shall have no obligation to calculate, or to verify Borrowers’ or any Lender’s calculation of, any Prepayment Premium due under this Agreement.

Call Protection. In the event all or any portion of the principal of the Loans is (i) voluntarily prepaid under At any time on or after the Sixth Amendment Funding Date, in the event that the Loan Parties shall (A) prepay any Tranche B Loans or (B) effect any Repricing Amendment (including, for the avoidance of doubt, pursuant to Section 2.1(c2.18), the Borrower shall pay to the Administrative Agent, for the ratable account of each Tranche B Lender, (x) in the case of clause (A) above, a prepayment premium equal to the Makewhole Amount plus the Repayment Fee Percentage, in each case, with respect to the aggregate principal amount of the Tranche B Loans so prepaid, and (y) in the case of clause (B) above, a fee equal to the Makewhole Amount plus the Repayment Fee Percentage, in each case, with respect to the aggregate principal amount of the Tranche B Loans subject to such Repricing Amendment (such premium or fee referred to in clauses (x) and (y), as applicable, the “Repayment Premium”). (ii) prepaid under Section 2.3(a) (other than as a result of any Disposition pursuant to clause (g) or (h) of the definition of “Permitted Dispositions”), Section 2.3(b) (other than as a result of receipt of any Extraordinary Receipts under clause (a) or (b) of the definition thereof) or Section 2.3(c), [Reserved.] (iii) Without limiting the generality of the foregoing and notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is understood and agreed that if the Tranche B Loans are accelerated in accordance with Article XI (including, without limitation, automatic acceleration upon an as the result of (x) failure to pay the outstanding Obligations (including, without limitation, any Repayment Fee) on the Tranche B Maturity Date or (y) the occurrence of any Event of Default under or the commencement of any Insolvency Proceeding, whether pursuant to Section 10.6 7.02 or 7.03, by operation of law upon or otherwise), a fee equal to the occurrence Makewhole Amount plus the Repayment Fee Percentage, in each case, with respect to the aggregate principal amount of a bankruptcy or insolvency event) or the Tranche B Loans outstanding on the date of the acceleration will also be due and payable (iv) satisfied or released by foreclosure (whether by power of judicial proceeding) or deed in lieu of foreclosure, Borrowers it being agreed that the Makewhole Amount shall be required to pay determined as of the date of acceleration as if the aggregate principal amount of Tranche B Loans then outstanding were voluntarily prepaid or repaid on such date under Section 2.06(b) (A) but, in the Make Whole Amount if case of any portion of such prepayment, acceleration, satisfaction or release occurs on or prior fee attributable to the 30-month anniversary definition of “Makewhole Amount”, determined disregarding any interest payments hereunder that are actually made by the Borrower after such date of acceleration) and shall constitute part of the Closing Date or (B) the Applicable Prepayment Premium if such prepayment, acceleration, satisfaction or release occurs after the 30-month anniversary of the Closing Date Obligations for all purposes hereof (the Make Whole Amount, the Applicable Prepayment Premium, the Change of Control Premium and the Equity Claw Premium, as the case may beforegoing fee payable under this clause (f)(iii), the “Prepayment Default Repayment Premium”). It is , it being understood and agreed that the Prepayment Default Repayment Premium applicable at the time shall be without duplication of a prepayment, acceleration, satisfaction or release 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 thereofany amounts payable under clause (f)(i) above. Any Prepayment The Default Repayment Premium payable under in accordance with the terms of this Agreement immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early terminationTranche B Lender, and Borrowers the Loan Parties agree that it is reasonable under the circumstances currently existingexisting on the date of the Second Amendment and the date of the Sixth Amendment, and will be payable notwithstanding the satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement, defeasance or compromise of any of the Tranche B Loans in any Insolvency Proceeding, any foreclosure (whether by power of judicial proceeding or otherwise) or deed in lieu of foreclosure or the making of a distribution of any kind in any Insolvency Proceeding. EACH THE LOAN PARTY PARTIES EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT DEFAULT REPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH PREPAYMENT PREMIUM OR ACCELERATION. Borrowers The Loan Parties expressly agree (to the fullest extent that they may lawfully do so) that: (A) the Prepayment Default Repayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; , (B) the Prepayment Default Repayment Premium shall be payable notwithstanding the then-then prevailing market rates at the time payment is made; , (C) there has been a course of conduct between Tranche B Lenders and Borrowers the Loan Parties giving specific consideration in this transaction and the transactions contemplated by the Second Amendment for such agreement to pay the Prepayment Default Repayment Premium; , and (D) Borrowers the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Borrowers expressly acknowledge that their agreement to pay the Prepayment Premium to Lenders as herein described is a material inducement to Lenders to provide the Commitments and make the Loans. Section 2.06(f)(iii). (iv) For the avoidance of doubtdoubt and notwithstanding anything to the contrary herein or in any other Loan Document, Agent the proceeds of any Asset Disposition (including any Designated Asset Disposition) shall have no obligation to calculatenot be included in the definition of Consolidated EBITDA, Consolidated Net Income or to verify Borrowers’ Excess Cash Flow for any purposes hereunder or any Lender’s calculation of, any Prepayment Premium due under this Agreementother Loan Document.

Call Protection. In the event all or any portion of the principal Loans (i) are repaid, prepaid, effectively refinanced or repriced pursuant to subsection 3.4 (other than subsection 3.4(b)(iii), 3.4(b)(iv), 3.4(c) or 3.4(f)) or through any waiver, consent or amendment (in connection with any waiver, consent or amendment to the Loans directed at, or the result of which would be, the lowering of the effective interest cost or the weighted average yield of the Loans or the incurrence of any debt financing having an effective interest cost or weighted average yield that is (iless than the effective interest cost or weighted average yield of the Loans) voluntarily prepaid under Section 2.1(cincluding, in each case, in connection with any exercise of the Borrower’s right to replace any Lender in accordance with subsection 3.12(c), ) or (ii) prepaid under Section 2.3(a) (other than as a result of any Disposition become due and payable pursuant to clause (g) or (h) of the definition of “Permitted Dispositions”)subsection 8.1, Section 2.3(b) (other than as a result of receipt of any Extraordinary Receipts under clause (a) or (b) of the definition thereof) or Section 2.3(c), (iii) accelerated in accordance with Article XI (including, without limitation, automatic acceleration upon an Event of Default under Section 10.6 or operation of law upon the occurrence of a bankruptcy or insolvency event) or (iv) satisfied or released by foreclosure (whether by power of judicial proceeding) or deed in lieu of foreclosure, Borrowers shall be required to pay (A) the Make Whole Amount if such prepayment, acceleration, satisfaction or release occurs each case on or prior to September 27, 2014, such repayments, prepayments, refinancings or repricings will be made with a prepayment premium in an amount (the 30-month anniversary “Yield Maintenance Amount”) equal to the present value of the Closing Date or sum of (Bx) the Applicable Prepayment Premium Margin that would have been payable for the Eurodollar Rate applicable to the Loans plus (y) the greater of (1) the Eurodollar Rate “floor” (i.e. 1.25%) and (2) the Eurodollar Rate (assuming an Interest Period of three months in effect on the date on which the applicable notice of repayment, prepayment, repricing or refinancing is given), in each case calculated as a rate per annum on the amount of the principal of such Loans repaid, prepaid, refinanced or repriced from the date of such repayment, prepayment, refinancing or repricing until September 27, 2014 plus (z) the prepayment premium on the amount of the principal of such Loans repaid, prepaid, refinanced or repriced that would have been payable on such Loans had such repayment, prepayment, refinancing or repricing been made after September 27, 2014 but on or prior to September 27, 2015 (in each case, computed on the basis of actual days elapsed over a year of 360 days and using a discount rate equal to the Treasury Rate as of such prepayment date plus 50 basis points). After September 27, 2014, such repayments, prepayments, refinancings or repricings will be made with a prepayment premium in an amount equal to (x) 102.5% of the principal amount repaid, prepaid, refinanced or repriced if such repayment, prepayment, acceleration, satisfaction refinancing or release repricing occurs after the 30-month anniversary September 27, 2014, but on or prior to September 27, 2015 and (y) 101% of the Closing Date (the Make Whole Amountprincipal amount repaid, the Applicable Prepayment Premiumprepaid, the Change of Control Premium and the Equity Claw Premiumrefinanced or repriced if such repayment, as the case may be, the “Prepayment Premium”). It is understood and agreed that the Prepayment Premium applicable at the time of a prepayment, accelerationrefinancing or repricing occurs after September 27, satisfaction 2015 but on or release shall constitute part of the Obligationsprior to September 27, 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 thereof2016. Any Prepayment Premium payable under the terms of this Agreement shall No prepayment premium will be presumed to be the liquidated damages sustained by each Lender as the result of the early terminationrequired after September 27, and Borrowers agree that it is reasonable under the circumstances currently existing. 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 PREPAYMENT PREMIUM IN CONNECTION WITH SUCH PREPAYMENT PREMIUM OR ACCELERATION. Borrowers expressly agree (to the fullest extent that 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 Lenders and Borrowers giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) Borrowers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Borrowers expressly acknowledge that their agreement to pay the Prepayment Premium to Lenders as herein described is a material inducement to Lenders to provide the Commitments and make the Loans. For the avoidance of doubt, Agent shall have no obligation to calculate, or to verify Borrowers’ or any Lender’s calculation of, any Prepayment Premium due under this Agreement2016.

Call Protection. In the event all or any portion of the principal of the Loans is (i) voluntarily prepaid under Section 2.1(c), (ii) prepaid under Section 2.3(a) (other than as a result of any Disposition pursuant to clause (g) or (h) of the definition of “Permitted Dispositions”), Section 2.3(b) (other than as a result of receipt of any Extraordinary Receipts under clause (a) or (b) of the definition thereof) ), Section 2.3(c), or Section 2.3(c2.3(d), (iii) accelerated in accordance with Article XI (including, without limitation, automatic acceleration upon an Event of Default under Section 10.6 or operation of law upon the occurrence of a bankruptcy or insolvency event) or (iv) satisfied or released by foreclosure (whether by power of judicial proceeding) or deed in lieu of foreclosure, Borrowers shall be required to pay (A) the Make Whole Amount Applicable Prepayment Premium if such prepayment, acceleration, satisfaction or release occurs on or prior to the 30-month anniversary of the Closing Date or (B) the Applicable Prepayment Premium if such prepayment, acceleration, satisfaction or release occurs after the 30-month second anniversary of the Closing Date (the Make Whole Amount, the Applicable Prepayment Premium, the Change of Control Premium and the Equity Claw Premium, as the case may besuch premium, the “Prepayment Premium”). It is understood and agreed that the Prepayment Premium applicable at the time of a prepayment, acceleration, satisfaction or release 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 LenderLexxxx’s lost profits as a result thereof. Any Prepayment Premium payable under the terms of this Agreement shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, and Borrowers agree that it is reasonable under the circumstances currently existing. 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 PREPAYMENT PREMIUM IN CONNECTION WITH SUCH PREPAYMENT PREMIUM OR ACCELERATION. Borrowers expressly agree (to the fullest extent that 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 Lenders and Borrowers giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) Borrowers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Borrowers expressly acknowledge that their agreement to pay the Prepayment Premium to Lenders as herein described is a material inducement to Lenders to provide the Commitments and make the Loans. For the avoidance of doubt, Agent shall have no obligation to calculate, or to verify Borrowers’ or any Lender’s calculation of, any Prepayment Premium due under this Agreement.

Call Protection. In If Borrower prepays (or is deemed to pay in the event case of an acceleration of the Term Loan), for any reason (including, but not limited to, any optional or mandatory payment after the occurrence of an Event of Default or after acceleration of the Term Loan including in connection with the commencement of any Insolvency Proceeding or other proceeding pursuant to any Debtor Relief Laws), all or any portion part of the principal balance of Term Loan pursuant to Section 2.02(a) or makes a mandatory prepayment of all or any part of the Loans is (i) voluntarily prepaid under Section 2.1(c), (ii) prepaid under Section 2.3(a) (other than as a result principal balance of any Disposition the Term Loan pursuant to clause (g) or (h) of the definition of “Permitted Dispositions”), Section 2.3(b) (other than as a result of receipt of any Extraordinary Receipts under clause (a) or (b) of the definition thereof) or Section 2.3(cSections 2.02(b)(ii), (iii) accelerated in accordance with Article XI ), (including, without limitation, automatic acceleration upon an Event of Default under Section 10.6 or operation of law upon the occurrence of a bankruptcy or insolvency eventiv) or (ivv), Borrower shall pay to Administrative Agent, for the benefit of all Lenders entitled to a portion of such prepayment a prepayment premium (the “Prepayment Premium”) satisfied or released by foreclosure on the amount so prepaid as follows (whether by power of judicial proceedingi) or deed in lieu of foreclosure, Borrowers shall be required to pay (A) if the Make Whole Amount if such prepayment, acceleration, satisfaction or release prepayment occurs on or prior to the 30-month first anniversary of the Closing Date, 7.0% of the amount so prepaid, (ii) if the prepayment occurs on the date immediately following the first anniversary of the Closing Date but on or (B) prior to the Applicable Prepayment Premium if such prepayment, acceleration, satisfaction or release occurs after the 30-month second anniversary of the Closing Date Date, 5.0% of the amount so prepaid and (iii) thereafter, 0% of the Make Whole Amountamount so prepaid. Without limiting the generality of the foregoing, the Applicable Prepayment Premium, the Change of Control Premium and the Equity Claw Premium, as the case may be, the “Prepayment Premium”). It it is understood and agreed that if the Obligations are accelerated for any reason, including because of default, the commencement of any Insolvency Proceeding or other proceeding pursuant to any Debtor Relief Laws, sale, disposition or encumbrance (including that by operation of law or otherwise), the Prepayment Premium applicable at determined as of the time date of a prepayment, acceleration, satisfaction or release acceleration will also be due and payable as though said 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. Any Prepayment Premium payable under in accordance with the terms of this Agreement immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, termination and Borrowers agree Borrower agrees that it is reasonable under the circumstances currently existing. EACH LOAN PARTY The Prepayment Premium 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 Administrative Agent, for the account of the Lenders, in full or partial satisfaction of the Obligations. BORROWER 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 PREPAYMENT PREMIUM ACCELERATION INCLUDING IN CONNECTION WITH ANY VOLUNTARY OR ACCELERATIONINVOLUNTARY 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. Borrowers Borrower expressly agree (to the fullest extent that they may lawfully do so) agrees 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-then prevailing market rates at the time payment is made; (C) there has been a course of conduct between Lenders and Borrowers Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) Borrowers the Company shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Borrowers Borrower expressly acknowledge acknowledges that their its agreement to pay the Prepayment Premium to Lenders as herein described is a material inducement to Lenders to provide the Term Loan Commitments and make the Loans. For the avoidance of doubt, Agent shall have no obligation to calculate, or to verify Borrowers’ or any Lender’s calculation of, any Prepayment Premium due under this AgreementTerm Loan.

Call Protection. In the event all or any portion of the principal of the Loans is (i) voluntarily prepaid under Section 2.1(c2.06(a), (ii) prepaid under Section 2.3(a) (other than as a result of any Disposition pursuant to clause (g) or (h) of the definition of “Permitted Dispositions”2.07(a), Section 2.3(b) (other than as a result of receipt of any Extraordinary Receipts under clause (a) or (b) of the definition thereof2.07(b), Section 2.07(c), Section 2.07(d) or Section 2.3(c2.07(e), (iii) accelerated in accordance with Article XI VII (including, without limitation, automatic acceleration upon an Event of Default under Section 10.6 7.01(f) or Section 7.01(g) or operation of law upon the occurrence of a bankruptcy or insolvency event) or (iv) satisfied or released by foreclosure (whether by power of judicial proceeding) or ), deed in lieu of foreclosureforeclosure or by any other means, Borrowers the Borrower shall be required to pay (A) the Make Whole Amount if such prepayment, acceleration, satisfaction or release occurswith respect to (1) any Loans made on the Closing Date occurs on or prior to the 30-month third anniversary of the Closing Date or (2) any Second Amendment Loans occurs on or after March 31, 2022 and on or prior to the third anniversary of the Closing Date or (B) the Applicable Prepayment Premium if such prepayment, acceleration, satisfaction or release occurswith respect to (1) any Loans made on the Closing Date occurs after the third anniversary of the Closing Date or (2) any Second Amendment Loans occurs after the Second Amendment Effective Date through March 30-month , 2022 or after the third anniversary of the Closing Date (the Make Whole Amount, Amount and the Applicable Prepayment Premium, the Change of Control Premium and the Equity Claw Premium, as the case may be, the “Prepayment Premium”); provided, that prepayments of outstanding PIK Interest that have been accrued and capitalized pursuant to Section 2.11(d) shall not be subject to any Prepayment Premium. It is understood and agreed that the Prepayment Premium applicable at the time of a prepayment, acceleration, satisfaction or release 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. Any Prepayment Premium payable under the terms of this Agreement shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, and Borrowers agree the Borrower agrees that it is reasonable under the circumstances currently existing. 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 PREPAYMENT PREMIUM IN CONNECTION WITH SUCH PREPAYMENT PREMIUM OR ACCELERATION. Borrowers The Borrower expressly agree agrees (to the fullest extent that they it 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 Borrowers the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) Borrowers the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Borrowers The Borrower expressly acknowledge acknowledges that their its agreement to pay the Prepayment Premium to the Lenders as herein described is a material inducement to the Lenders to provide the Commitments and make the Loans. For the avoidance of doubt, the Disbursing Agent shall have no obligation to calculate, or to verify Borrowers’ the Borrower’s or any Lender’s calculation of, any Prepayment Premium due under this Agreement.

Call Protection. In the event all or any portion of the principal of the Loans is (i) voluntarily prepaid under Section 2.1(c2.06(a), (ii) prepaid under Section 2.3(a) (other than as a result of any Disposition pursuant to clause (g) or (h) of the definition of “Permitted Dispositions”2.07(a), Section 2.3(b) (other than as a result of receipt of any Extraordinary Receipts under clause (a) or (b) of the definition thereof2.07(b), Section 2.07(c), Section 2.07(d) or Section 2.3(c2.07(e), (iii) accelerated in accordance with Article XI VII (including, without limitation, automatic acceleration upon an Event of Default under Section 10.6 7.01(f) or Section 7.01(g) or operation of law upon the occurrence of a bankruptcy or insolvency event) or (iv) satisfied or released by foreclosure (whether by power of judicial proceeding) or ), deed in lieu of foreclosureforeclosure or by any other means, Borrowers the Borrower shall be required to pay (A) the Make Whole Amount if such prepayment, acceleration, satisfaction or release with respect to (1) any Loans made on the Closing Date occurs on or prior to the 30-month third anniversary of the Closing Date or (2) any Second Amendment Loans occurs on or after March 31, 2022 and on or prior to the third anniversary of the Closing Date or (B) the Applicable Prepayment Premium if such prepayment, acceleration, satisfaction or release with respect to (1) any Loans made on the Closing Date occurs after the third anniversary of the Closing Date or (2) any Second Amendment Loans occurs after the Second Amendment Effective Date through March 30-month , 2022 or after the third anniversary of the Closing Date (the Make Whole Amount, Amount and the Applicable Prepayment Premium, the Change of Control Premium and the Equity Claw Premium, as the case may be, the “Prepayment Premium”); provided, that prepayments of outstanding PIK Interest that have been accrued and capitalized pursuant to Section 2.11(d) shall not be subject to any Prepayment Premium. It is understood and agreed that the Prepayment Premium applicable at the time of a prepayment, acceleration, satisfaction or release 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. Any Prepayment Premium payable under the terms of this Agreement shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, and Borrowers agree the Borrower agrees that it is reasonable under the circumstances currently existing. 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 PREPAYMENT PREMIUM IN CONNECTION WITH SUCH PREPAYMENT PREMIUM OR ACCELERATION. Borrowers The Borrower expressly agree agrees (to the fullest extent that they it 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 Borrowers the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) Borrowers the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Borrowers The Borrower expressly acknowledge acknowledges that their its agreement to pay the Prepayment Premium to the Lenders as herein described is a material inducement to the Lenders to provide the Commitments and make the Loans. For the avoidance of doubt, the Disbursing Agent shall have no obligation to calculate, or to verify Borrowers’ the Borrower’s or any Lender’s calculation of, any Prepayment Premium due under this Agreement.

Call Protection. In the event that prior to October 15, 2024the date that is six (6) months after the Third Amendment Effective Date, all or any portion of the principal of the Tranche B Term Loans is (i) voluntarily prepaid under Section 2.1(c), (ii) prepaid under Section 2.3(a) (other than as a result of any Disposition pursuant to clause (g) or (h) of the definition of “Permitted Dispositions”), Section 2.3(b) (other than as a result of receipt of any Extraordinary Receipts under clause (a) or (b) of the definition thereof) or Section 2.3(c), (iii) accelerated in accordance with Article XI (including, without limitation, automatic acceleration upon an Event of Default under Section 10.6 or operation of law upon the occurrence of a bankruptcy or insolvency event) or (iv) satisfied or released by foreclosure (whether by power of judicial proceeding) or deed in lieu of foreclosure, Borrowers shall be required to pay (A) the Make Whole Amount if such prepayment, acceleration, satisfaction or release occurs on or prior to the 30-month anniversary of the Closing Date or (B) the Applicable Prepayment Premium if such prepayment, acceleration, satisfaction or release occurs after the 30-month anniversary of the Closing Date (the Make Whole Amount, the Applicable Prepayment Premium, the Change of Control Premium and the Equity Claw Premium, as the case may be, the “Prepayment Premium”). It is understood and agreed that the Prepayment Premium applicable at the time of a prepayment, acceleration, satisfaction or release 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. Any Prepayment Premium payable under the terms of this Agreement shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, and Borrowers agree that it is reasonable under the circumstances currently existing. 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 PREPAYMENT PREMIUM IN CONNECTION WITH SUCH PREPAYMENT PREMIUM OR ACCELERATION. Borrowers expressly agree (to the fullest extent that 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 Lenders and Borrowers giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) Borrowers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Borrowers expressly acknowledge that their agreement to pay the Prepayment Premium to Lenders as herein described is a material inducement to Lenders to provide the Commitments and make the Loans. For the avoidance of doubt, Agent shall have no obligation to calculatethe Second Amendment Incremental Term Loans) are (A) prepaid or refinanced substantially concurrently with the incurrence of, or conversion of the Tranche B Term Loans into, new syndicated secured Indebtedness having a Weighted Average Yield less than the Weighted Average Yield of the Tranche B Term Loans so prepaid or refinanced (including any prepayment made pursuant to verify Borrowers’ Section 2.10(b)(v) (Prepayment of Loans)), (B) repriced (including pursuant to any amendment, amendment and restatement or any other modification of any Loan Document) the result of which would be the lowering of the Weighted Average Yield of the Tranche B Term Loans subject to such repricing or (C) assigned by any Term Lender pursuant to Section 2.18 (Mitigation Obligations; Replacement of Lenders) as a result of, or in connection with, such Lender’s calculation ofnot agreeing or otherwise consenting to any amendment, waiver, or consent having the effect referred to in clause (B) above, and, in each case the primary purpose thereof is to reduce the effective cost or Weighted Average Yield of the Tranche B Term Loans (each, a “Repricing Transaction”) (excluding any Prepayment Premium due under this Agreementprepayment or refinancing of the Tranche B Term Loans in connection with a Change of Control, an initial public offering, or a Transformative Event, each of which shall not be a Repricing Transaction), then in each case the Term Lenders holding the Tranche B Term Loans subject to any such Repricing Transaction shall be entitled to a prepayment premium equal to 1.00% of the principal amount of such Tranche B Term Loans at the time of such Repricing Transaction.

Call Protection. In the event all or any portion of the principal of the Loans is (i) voluntarily prepaid under If, on or prior to November 30, 2011 (the “Make-Whole Expiry Date”) either (A) a Borrower prepays, for any reason (including any mandatory prepayment pursuant to Section 2.1(c2.12 (c) and (d), (ii) prepaid under Section 2.3(a) (other than or if such payment is made voluntarily, whether as a result of any Disposition an acceleration following an Event of Default, pursuant to clause (gSection 8.1(h)(B) or (h) of the definition of “Permitted Dispositions”)otherwise, but excluding Section 2.3(b) (other than as a result of receipt of any Extraordinary Receipts under clause 2.12 (a) or (b) of the definition thereof) or Section 2.3(c), (iiib), (e) accelerated in accordance with Article XI and (includingf), without limitation, automatic acceleration upon excluding any Preliminary IP Event Prepayment and excluding any scheduled payment of an Event Installment pursuant to Section 2.10) all or any part of Default under Section 10.6 or operation the principal balance of law upon the occurrence of a bankruptcy or insolvency event) any Loan or (ivB) satisfied or released by foreclosure (whether by power of judicial proceeding) or deed in lieu of foreclosureprior the Funding Date, any Commitment is reduced pursuant to Section 2.12, then Borrowers shall be required pay to pay Administrative Agent, for the benefit of all Lenders entitled to a portion of such prepayment or reduction, an amount equal to the greater of (Ax) the Make principal amount of Loans so repaid, prepaid or reduced times 101% and (y) an amount equal to the sum of the present value at such time of (i) all interest payments or accrued interest that would have accrued on the principal amount of the Loans or Commitments repaid, prepaid or reduced from the Prepayment Date through to the Make-Whole Amount Expiry Date plus (ii) the Prepayment Premium that would be applicable if such prepayment, acceleration, satisfaction repayment or release occurs reduction were to occur on or prior to the 30day after the Make-month anniversary of the Closing Whole Expiry Date or plus (Biii) the Applicable Prepayment Premium principal amount of Loans or Commitments so repaid, prepaid or reduced as if such prepayment, acceleration, satisfaction repayment or release occurs after the 30-month anniversary of the Closing Date (the Make Whole Amount, the Applicable Prepayment Premium, the Change of Control Premium and the Equity Claw Premiumreduction, as the case may be, had occurred on the Make-Whole Expiry Date, in each case, computed using a discount rate equal to the Treasury Rate as of the Business Day immediately preceding the prepayment date plus 100 basis points (the “Prepayment PremiumMake-Whole Amount”). It is understood and agreed that the Prepayment Premium applicable at the time of a prepayment, acceleration, satisfaction or release 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. Any Prepayment Premium payable under the terms of this Agreement shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, and Borrowers agree that it is reasonable under the circumstances currently existing. 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 PREPAYMENT PREMIUM IN CONNECTION WITH SUCH PREPAYMENT PREMIUM OR ACCELERATION. Borrowers expressly agree (to the fullest extent that 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 Lenders and Borrowers giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) Borrowers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Borrowers expressly acknowledge that their agreement to pay the Prepayment Premium to Lenders as herein described is a material inducement to Lenders to provide the Commitments and make the Loans. For the avoidance of doubt, Agent no Make-Whole Amount is payable for the termination of the Commitments in accordance with the last sentence of Section 2.1(a), as a result of the failure of the conditions set forth in Section 3.2 to be satisfied prior to the Outside Date or as a result of the termination of the Commitments prior to the Funding Date pursuant to the last paragraph of Section 8.1. For purposes of this calculation (I) such interest payment or accrued interest shall be projected by using the interest rate then in effect (including, to the extent applicable, the provisions of Section 2.8) from the date of prepayment or repayment through the Make-Whole Expiry Date and (II) in the case of a reduction of Commitments such interest payments or accrued interest shall be projected assuming that the outstanding principal amount of the Term Loans is equal to the principal amount of the Commitments so reduced and the interest rate that would have no obligation been applicable if such Term Loans were made on the Prepayment Date. (ii) At any time after the Make-Whole Expiry Date, if a Borrower prepays, for any reason (including any mandatory prepayment pursuant to calculateSection 2.12 (but excluding Section 2.12(e) and any Preliminary IP Event Prepayment) or if such payment is made voluntarily, whether as a result of acceleration following an Event of Default, pursuant to Section 8.1(h) or to verify Borrowers’ otherwise) all or any Lender’s calculation ofpart of the principal balance of any Loan, any Borrowers shall pay the applicable Prepayment Premium due under this Agreementto Administrative Agent, for the benefit of all Lenders entitled to a portion of such prepayment. (iii) At any time prior to the Make-Whole Expiry Date, if a Borrower prepays pursuant to Section 2.12 (a), (b) or (f), all or any part of the principal balance of any Loan or Commitments are reduced pursuant to any such Section, Borrowers shall pay to Administrative Agent, for the benefit of all Lenders entitled to a portion of such prepayment or Commitment reduction, the applicable Prepayment Premium. For the avoidance of doubt, no Prepayment Premium is payable for the termination of the Commitments in accordance with the last sentence of Section 2.1(a), as a result of the failure of the conditions set forth in Section 3.2 to be satisfied prior to the Outside Date or as a result of the termination of the Commitments prior to the Funding Date pursuant to the last paragraph of Section 8.1.

Call Protection. In the event all or any portion of the principal of the Loans is (i) voluntarily prepaid under Section 2.1(c), (ii) prepaid under Section 2.3(a) (other than as a result of any Disposition pursuant to clause (g) or (h) of the definition of “Permitted Dispositions”), Section 2.3(b) (other than as a result of receipt of any Extraordinary Receipts under clause (a) or (b) of the definition thereof) ), Section 2.3(c), or Section 2.3(c2.3(d), (iii) accelerated in accordance with Article XI (including, without limitation, automatic acceleration upon an Event of Default under Section 10.6 or operation of law upon the occurrence of a bankruptcy or insolvency event) or (iv) satisfied or released by foreclosure (whether by power of judicial proceeding) or deed in lieu of foreclosure, Borrowers shall be required to pay (A) the Make Whole Amount Applicable Prepayment Premium if such prepayment, acceleration, satisfaction or release occurs on or prior to the 30-month anniversary of the Closing Date or (B) the Applicable Prepayment Premium if such prepayment, acceleration, satisfaction or release occurs after the 30-month second anniversary of the Closing Date (the Make Whole Amount, the Applicable Prepayment Premium, the Change of Control Premium and the Equity Claw Premium, as the case may besuch premium, the “Prepayment Premium”). It is understood and agreed that the Prepayment Premium applicable at the time of a prepayment, acceleration, satisfaction or release 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. Any Prepayment Premium payable under the terms of this Agreement shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, and Borrowers agree that it is reasonable under the circumstances currently existing. 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 PREPAYMENT PREMIUM IN CONNECTION WITH SUCH PREPAYMENT PREMIUM OR ACCELERATION. Borrowers expressly agree (to the fullest extent that 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 Lenders and Borrowers giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) Borrowers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Borrowers expressly acknowledge that their agreement to pay the Prepayment Premium to Lenders as herein described is a material inducement to Lenders to DB1/ 123142411.13 provide the Commitments and make the Loans. For the avoidance of doubt, Agent shall have no obligation to calculate, or to verify Borrowers’ or any Lender’s calculation of, any Prepayment Premium due under this Agreement.