Common use of Call Protection Clause in Contracts

Call Protection. (i) If all or any part of the principal balance of any Term Loan is paid on or prior to the third anniversary of the Closing Date for any reason (including, but not limited to, whether voluntary or mandatory (other than, for the avoidance of doubt, required amortization payments pursuant to Section 2.11 and mandatory prepayments required pursuant to Sections 2.13(e) and certain prepayments pursuant to the provisions of Section 2.13(g)), and whether before or after acceleration of the Obligations or the commencement of any Insolvency Proceeding, but in any event (A) including any such prepayment in connection with (I) a Change of Control, (II) an acceleration of the Obligations as a result of the occurrence of an Event of Default, (III) foreclosure and sale of, or collection of, the Collateral, (IV) sale of the Collateral in any Insolvency Proceeding, (V) the 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, or (VI) the termination of this Agreement for any reason, and (B) excluding any prepayment that is required to be made pursuant to the provisions of Sections 2.11, 2.13(e) and certain prepayments pursuant to the provisions of 2.13(g) hereof), Borrowers shall pay to Administrative Agent, for the benefit of all Lenders entitled to a portion of such prepayment a premium as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Loans (the “Applicable Prepayment Premium”) equal to (1) with respect to prepayments made on or after the Closing Date but prior to the first anniversary of the Closing Date, the Make-Whole Premium or (2) thereafter, the amount of such prepayment multiplied by (x) two percent (2%), with respect to prepayments made after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, (y) one percent (1%), with respect to prepayments made after the second anniversary of the Closing Date but on or prior to the third anniversary of the Closing Date, and (z) zero percent (0%), with respect to prepayments made after the third anniversary of the Closing Date. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Non-Consenting Lender is replaced pursuant to Section 2.22 due to such Lender’s failure to approve a consent, waiver, or amendment, such Non-Consenting Lender, as the case maybe, shall be entitled to receive the Applicable Prepayment Premium in connection with such replacement or prepayment in the amount that would have been payable in respect of the Term Loans of such Non-Consenting Lender, as applicable, under this clause (b)(i) had such Term Loans been the subject of a voluntary prepayment at such time; provided, that after any such payment of the Applicable Prepayment Premium to such Non-Consenting Lender pursuant to this sentence, the Applicable Prepayment Premium with respect to that portion of the Term Loans shall be deemed fully satisfied, and notwithstanding anything to the contrary in this clause (b), the Borrower shall not be required to pay any additional premium on or after such date with respect to that portion of the Term Loans. (ii) Without limiting the generality of the foregoing, it is understood and agreed that if the Obligations are accelerated prior to the third anniversary of the Closing Date for any reason, including because of default, 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), 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 Borrowers agree that it is reasonable under the circumstances. The Applicable Prepayment Premium shall also be payable in the event the Obligations (and/or this Agreement or the Term 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. 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 SUCH ACCELERATION. The Borrower expressly agrees 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 Borrower giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, and (D) Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Borrower expressly acknowledges that its agreement to pay the Applicable Prepayment Premium as herein described is a material inducement to the Lenders to provide the Commitments and make the Loans. (iii) After the third anniversary of the Closing Date, no premiums shall be payable pursuant to this Section 2.12(b) in connection with any prepayments of the Term Loans other than LIBOR funding breakage costs as required under the terms of this Agreement.

Call Protection. (i) If all or any part of the principal balance of any Term Loan is paid on or prior to the third fourth anniversary of the Closing Date for any reason (including, but not limited to, whether voluntary or mandatory (other than, for the avoidance of doubt, required amortization payments pursuant to Section 2.11 and mandatory prepayments required pursuant to Sections 2.13(e) and certain prepayments pursuant to the provisions of Section 2.13(g))mandatory, and whether before or after acceleration of the Obligations or the commencement of any Insolvency Proceeding, but in any event (A) including any such prepayment in connection with (I) a Change of Control, (II) an acceleration of the Obligations as a result of the occurrence of an Event of Default, (III) foreclosure and sale of, or collection of, the Collateral, (IV) sale of the Collateral in any Insolvency Proceeding, (V) the 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, or (VI) the termination of this Agreement for any reason, and (B) excluding any prepayment that is required to be made pursuant to the provisions of Sections 2.11Section 2.11 hereof, 2.13(e) and certain any mandatory prepayments made pursuant to any of Sections 2.13(a) (other than Asset Sales constituting a sale of all or substantially all of the provisions assets of 2.13(g) hereofthe Loan Parties or their business lines), Borrowers (b),(e), (f) or (g), Borrower shall pay to Administrative Agent, for the benefit of all Lenders entitled to a portion of such prepayment a premium as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Loans (the “Applicable Prepayment Premium”) equal to (1) the Make-Whole Premium on the principal amount of the Term Loans so prepaid, with respect to prepayments made on or after the Closing Date but prior to the first anniversary of the Closing Date, the Make-Whole Premium or Date and (2) thereafter, the amount of such prepayment multiplied by (x) two three percent (23.00%), with respect to prepayments made on or after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, (y) one two percent (12.00%), with respect to prepayments made on or after the second anniversary of the Closing Date but on or prior to the third anniversary of the Closing Date, and (z) zero one percent (01.00%), with respect to prepayments made on or after the third anniversary of the Closing Date but prior to the fourth anniversary of the Closing Date. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Non-Consenting Lender is replaced pursuant to Section 2.22 due to such Lender’s failure to approve a consent, waiver, or amendmentamendment extending the termination date of any of such Lender’s Loans or the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any of such Lender’s Loans, such Non-Consenting Lender, as the case maybe, shall be entitled to receive the Applicable Prepayment Premium a premium in connection with such replacement or prepayment in the amount that would have been payable in respect of the Term Loans of such Non-Consenting Lender, as applicable, under this clause (b)(i) had such Term Loans been the subject of a voluntary prepayment at such time; provided, that after any such payment of the Applicable Prepayment Premium to such Non-Consenting Lender pursuant to this sentence, the Applicable Prepayment Premium with respect to that portion of the Term Loans shall be deemed fully satisfied, and notwithstanding anything to the contrary in this clause (b), the Borrower shall not be required to pay any additional premium on or after such date with respect to that portion of the Term Loans. (ii) Without limiting the generality of the foregoing, it is understood and agreed that if the Obligations are accelerated prior to the third anniversary of the Closing Date for any reason, including because of default, 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), 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 Borrowers agree Borrower agrees that it is reasonable under the circumstances. The Applicable Prepayment Premium shall also be payable in the event the Obligations (and/or this Agreement or the Term 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. BORROWERS BORROWER EXPRESSLY WAIVE WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees 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 Borrower giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, and (D) Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Borrower expressly acknowledges that its agreement to pay the Applicable Prepayment Premium as herein described is a material inducement to the Lenders to provide the Commitments and make the Loans. (iii) After On or after the third fourth anniversary of the Closing Date, no premiums shall be payable pursuant to this Section 2.12(b) in connection with any prepayments of the Term Loans other than LIBOR funding breakage costs as required under the terms of this Agreement.

Call Protection. (i) If all or any part All prepayments of the principal balance of any Term Loan is paid on Loans made or required to be made prior to the third anniversary of the Closing Effective Date for any reason (including, but not limited to, whether voluntary or mandatory (other than, for the avoidance of doubt, required amortization payments pursuant to Section 2.11 and mandatory prepayments required pursuant to Sections 2.13(e) and certain prepayments pursuant to the provisions of Section 2.13(g))mandatory, and whether before or after acceleration of the Loan Document Obligations or the commencement of any Insolvency Proceedingbankruptcy or insolvency proceeding, but in any event (A) including any such prepayment in connection with (Iu) a Change of Control, (IIv) an acceleration of the Loan Document Obligations as a result of the occurrence of an Event of Default, (IIIw) foreclosure and sale of, or collection of, the Collateral, (IVx) sale of the Collateral in any Insolvency Proceedinginsolvency proceeding, (Vy) the restructure, reorganization, or compromise of the Loan Document Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceedinginsolvency proceeding, or (VIz) the termination of this Agreement for any reason, and (B) excluding any prepayment that is required to be mandatory prepayments made pursuant to the provisions any of Sections 2.11, 2.13(eSection 2.11(d) and certain prepayments pursuant to the provisions of 2.13(g) hereof(any such prepayment or event described in this Section 2.11(h), Borrowers a “Prepayment Premium Event”)) shall pay to Administrative Agent, for the benefit of all Lenders entitled be subject to a portion of such prepayment a premium as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Loans (the “Applicable Prepayment Premium”) in an amount equal to the product of (1) with respect the principal amount (which shall include accrued and unpaid PIK Interest) subject to prepayments made the Prepayment Premium Event and (2)(x) on any date on or after the Closing Date but prior to the first anniversary of the Closing Effective Date, the Make-Whole Premium or 3.0%, (2y) thereafter, the amount of such prepayment multiplied by (x) two percent (2%), with respect to prepayments made on any date after the first anniversary of the Closing Effective Date but on or prior to the second anniversary of the Closing Effective Date, 2.0% and (yz) one percent (1%), with respect to prepayments made on any date after the second anniversary of the Closing Effective Date but on or prior to the third anniversary of the Closing Effective Date, and 1.0%; provided that (zI) zero percent if an IPO occurs at any time or (0%), with respect to prepayments made II) a Change of Control occurs at any time on or after the third first anniversary of the Closing Effective Date, 50% of the Prepayment Premium (if any) paid by the Borrower hereunder shall be refunded by the Lender in receipt thereof. Notwithstanding anything to the contrary contained in this Agreement, to the extent that (x) any Non-Accepting Lender is replaced pursuant to Section 2.24 or (y) any Non-Consenting Lender is replaced pursuant to Section 2.22 9.02 due to such Lender’s failure to approve a consent, waiver, waiver or amendmentamendment extending the termination date of any of such Lender’s Loans or the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any of such Lender’s Loans, such Non-Accepting Lender or Non-Consenting Lender, as the case maybe, shall be entitled to receive the Applicable Prepayment Premium a premium in connection with such replacement or prepayment in the amount that would have been payable in respect of the Term Loans of such Non-Accepting Lender or such Non-Consenting Lender, as applicable, under this clause (b)(ih)(i) had such Term Loans been the subject of a voluntary prepayment at such time; provided, that after any such payment of the Applicable Prepayment Premium to such Non-Consenting Lender pursuant to this sentence, the Applicable Prepayment Premium with respect to that portion of the Term Loans shall be deemed fully satisfied, and notwithstanding anything to the contrary in this clause (b), the Borrower shall not be required to pay any additional premium on or after such date with respect to that portion of the Term Loans. (ii) Without limiting the generality of the foregoing, it It is understood and agreed that if the Loan Document Obligations are accelerated prior to the third anniversary of the Closing Effective Date for any reason, including because of default, the commencement of any Insolvency Proceeding insolvency proceeding or other proceeding pursuant to any applicable debtor relief laws, sale, disposition, disposition or encumbrance (including that by operation of law or otherwise), the Applicable Prepayment Premium, determined as of the date of acceleration, acceleration will also be due and payable as though said Loan Document Obligations were voluntarily prepaid as of such date and shall constitute part of the Loan Document 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, termination and Borrowers agree the Borrower agrees that it is reasonable under the circumstances. The Applicable Prepayment Premium shall also be payable in the event the Obligations (and/or this Agreement or the Term 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. 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 SUCH ACCELERATION. The Borrower expressly agrees 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, counsel and (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 Borrower giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, and (D) Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Borrower expressly acknowledges that its agreement to pay the Applicable Prepayment Premium as herein described is a material inducement to the Lenders to provide the Commitments and make the Loans. (iii) After On or after the third anniversary of the Closing Effective Date, no premiums shall be payable pursuant to this Section 2.12(b2.11(h) in connection with any prepayments of the Term Loans other than LIBOR Eurodollar funding breakage costs as required under the terms of this Agreement. (iv) The Prepayment Premium shall be paid to Administrative Agent for the benefit of the Term Loan Lenders as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Term Loans.

Call Protection. (i) If all or any part of the principal balance of any Term Loan is paid or required to be paid on or prior to the third fifth anniversary of the Closing Date for any reason (including, but not limited to, whether voluntary or mandatory (other thanincluding, for the avoidance of doubtwithout limitation, required amortization payments any prepayment pursuant to Section 2.11 and mandatory prepayments required pursuant to Sections 2.13(e2.12(a)) and certain prepayments pursuant to the provisions of Section 2.13(g))or mandatory, and whether before or after acceleration of the Obligations or the commencement of any Insolvency Proceeding, but in any event (A) including any such prepayment or required prepayment in connection with (I) a Change of Control, (II) an acceleration of the Obligations as a result of the occurrence of an Event of Default, (III) foreclosure and sale of, or collection of, the Collateral, (IV) sale of the Collateral in any Insolvency Proceeding, (V) the 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, or (VI) the termination of this Agreement for any reason, and (B) excluding any prepayment that is required to be made pursuant to the provisions of Sections 2.11‎Section 2.11 hereof, 2.13(e) and certain any mandatory prepayments made pursuant to any of Sections ‎2.13(a) (other than Asset Sales constituting a sale of all or substantially all of the provisions assets of 2.13(g) hereofthe Front Line Loan Parties or their business lines), Borrowers ‎(b),‎(e), ‎(f) or ‎(g)), Borrower shall pay to Administrative Agent, for the benefit of all Lenders entitled to a portion of such prepayment a premium as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Loans (the “Applicable Prepayment Premium”) equal to (1) the Make-Whole Premium on the principal amount of the Term Loans so prepaid or required to be repaid, with respect to prepayments made or required to be made on or after the Closing Date but and on or prior to the first anniversary of date that is 30 months after the Closing Date, the Make-Whole Premium or Date and (2) thereafter, the amount of such prepayment or required prepayment multiplied by (x) two five percent (25.00%), with respect to prepayments made or required to be made after the first anniversary of date that is 30 months after the Closing Date but on or prior to the second anniversary of the Closing Date, (y) one percent (1%), with respect to prepayments made after the second anniversary of the Closing Date but and on or prior to the third anniversary of the Closing Date, and (zy) zero three percent (03.00%), with respect to prepayments made after the third anniversary of the Closing Date and on or prior to the fourth anniversary of the Closing Date, (z) one percent (1.00%), with respect to prepayments made after the fourth anniversary of the Closing Date but on or prior to the fifth anniversary of the Closing Date and (y) zero percent (0.00%) thereafter. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Non-Consenting Lender is replaced pursuant to Section 2.22 due to such Lender’s failure to approve a consent, waiver, or amendmentamendment extending the termination date of any of such Lender’s Loans or the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any of such Lender’s Loans, such Non-Consenting Lender, as the case maybe, shall be entitled to receive the Applicable Prepayment Premium a premium in connection with such replacement or prepayment in the amount that would have been payable in respect of the Term Loans of such Non-Consenting Lender, as applicable, under this clause (b)(i) had such Term Loans been the subject of a voluntary prepayment at such time; provided, that after any such payment of the Applicable Prepayment Premium to such Non-Consenting Lender pursuant to this sentence, the Applicable Prepayment Premium with respect to that portion of the Term Loans shall be deemed fully satisfied, and notwithstanding anything to the contrary in this clause (b), the Borrower shall not be required to pay any additional premium on or after such date with respect to that portion of the Term Loans. (ii) Without limiting the generality of the foregoing, it is understood and agreed that if the Obligations are accelerated prior to the third anniversary of the Closing Date for any reason, including because of default, 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), 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 Borrowers agree Borrower agrees that it is reasonable under the circumstances. The Applicable Prepayment Premium shall also be payable in the event the Obligations (and/or this Agreement or the Term 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. BORROWERS BORROWER EXPRESSLY WAIVE WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees 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 Borrower giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, and (D) Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Borrower expressly acknowledges that its agreement to pay the Applicable Prepayment Premium as herein described is a material inducement to the Lenders to provide the Commitments and make the Loans. (iii) After the third anniversary of the Closing Date, no premiums shall be payable pursuant to this Section 2.12(b) in connection with any prepayments of the Term Loans other than LIBOR funding breakage costs as required under the terms of this Agreement.

Call Protection. In the event that, (i) If all or any part of the principal balance of any Term Loan is paid on or prior to the third anniversary of the Closing Date for any reason (including, but not limited to, whether voluntary or mandatory (other than, for the avoidance of doubt, required amortization payments pursuant to Section 2.11 and mandatory prepayments required pursuant to Sections 2.13(e) and certain prepayments pursuant to the provisions of Section 2.13(g)), and whether before or after acceleration of the Obligations or the commencement of any Insolvency Proceeding, but in any event (A) including any such prepayment in connection with (I) a Change of Control, (II) an acceleration of the Obligations as a result of the occurrence of an Event of Default, (III) foreclosure and sale of, or collection of, the Collateral, (IV) sale of the Collateral in any Insolvency Proceeding, (V) the 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, or (VI) the termination of this Agreement for any reason, and (B) excluding any prepayment that is required to be made pursuant to the provisions of Sections 2.11, 2.13(e) and certain prepayments pursuant to the provisions of 2.13(g) hereof), Borrowers shall pay to Administrative Agent, for the benefit of all Lenders entitled to a portion of such prepayment a premium as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Loans (the “Applicable Prepayment Premium”) equal to (1) with respect to prepayments made on or after the Closing Date but prior to and before the first anniversary of the Closing Date, Borrowers make any voluntary prepayment of all or any portion of the Loans under Section 2.4(d) or make any mandatory prepayment of all or any portion of the Loans under Section 2.4(e) (with the exception of Section 2.4(e)(v)), Borrowers shall pay to Agent for the ratable account of each of the applicable Lenders whose Loans are so prepaid the Make-Whole Premium in connection therewith, or (2ii) thereafteron or after the first anniversary of the Closing Date, Borrowers make any voluntary prepayment of all or any portion of the Loans under Section 2.4(d) or make any mandatory prepayment of all or any portion of the Loans under Section 2.4(e) (with the exception of Section 2.4(e)(v)), Borrowers shall pay to Agent for the ratable account of each of the applicable Lenders whose Loans are so prepaid or repaid a prepayment premium in the amount of (A) 2.00% of the aggregate principal amount of the Loans so prepaid if such prepayment multiplied by (x) two percent (2%), with respect to prepayments made occurs on or after the first anniversary of the Closing Date but on or and prior to the second anniversary of the Closing Date, (yB) one percent (1%), with respect to prepayments made 1.00% of the aggregate principal amount of the Loans so prepaid if such prepayment occurs on or after the second anniversary of the Closing Date but on or and prior to the third anniversary of the Closing Date, and (zC) zero percent (0%), with respect to prepayments made 0.00% of the aggregate principal amount of the Loans so prepaid if such prepayment occurs on or after the third anniversary of the Closing Date. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Non-Consenting Lender is replaced pursuant to Section 2.22 due to Date (such Lender’s failure to approve a consent, waiver, or amendment, such Non-Consenting Lender, as the case maybe, shall be entitled to receive the Applicable Prepayment Premium in connection with such replacement or prepayment in the amount that would have been payable in respect of the Term Loans of such Non-Consenting Lender, as applicable, under this clause (b)(i) had such Term Loans been the subject of a voluntary prepayment at such time; provided, that after any such payment of the Applicable Prepayment Premium to such Non-Consenting Lender pursuant to this sentenceapplicable premium, the Applicable Prepayment Premium with respect to that portion of the Term Loans “Call Premium”). Such applicable amount shall be deemed fully satisfied, and notwithstanding anything to the contrary in this clause (b), the Borrower shall not be required to pay any additional premium on or after such date with respect to that portion of the Term Loans. (ii) Without limiting the generality of the foregoing, it is understood and agreed that if the Obligations are accelerated prior to the third anniversary of the Closing Date for any reason, including because of default, 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), 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 on the date of such date prepayment (whether or not an Event of Default is occurring and prior to and after acceleration of the Loans) and shall constitute part be a condition precedent to the effectiveness of the Obligationsany applicable amendment, 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 Borrowers agree that it is reasonable under the circumstances. The Applicable Prepayment Premium shall also be payable in the event the Obligations (and/or this Agreement waiver or the Term 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. 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 SUCH ACCELERATION. The Borrower expressly agrees 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 Borrower giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, and (D) Borrower shall be estopped hereafter from claiming differently than as agreed modification referred to in this paragraph. The Borrower expressly acknowledges that its agreement to pay the Applicable Prepayment Premium as herein described is a material inducement to the Lenders to provide the Commitments and make the LoansSection 14.2. (iii) After the third anniversary of the Closing Date, no premiums shall be payable pursuant to this Section 2.12(b) in connection with any prepayments of the Term Loans other than LIBOR funding breakage costs as required under the terms of this Agreement.