Common use of Early Payment/Termination Premium Clause in Contracts

Early Payment/Termination Premium. In the event that, for any reason (including as a result of any voluntary or mandatory prepayment of the Loans, any acceleration of the Loans resulting from an Event of Default, any foreclosure and sale of Collateral, or any sale of Collateral in any bankruptcy or insolvency proceeding), all or any portion of the Lenders’ commitment to make Revolving Loans is terminated prior to the Scheduled Maturity Date, in each case pursuant to Section 2.6(d), Section 11.2 or otherwise, then in each such case, in addition to the payment of the principal amount and all unpaid accrued interest and other amounts due thereon, Borrowers immediately shall be required to pay to Agent, for the ratable benefit of the Lenders, a premium (each, an “Early Payment/Termination Premium”) (as liquidated damages and compensation for the cost of the Lenders being prepared to make funds available under this Agreement with respect to such Loans during the scheduled term of this Agreement) in an amount equal to the Applicable Percentage (as defined below) of the amount of any such Revolving Loan commitment termination, as applicable. In each such case, the “Applicable Percentage” shall be (i) two percent (2.0%), if such event occurs on or before December 14, 2023January 31, 2024; (ii) one percent (1.0%), if such event occurs after January 31, 2024 and on or before January 31, 2025 and (iii) one half of one percent (0.5%) thereafter. Each Borrower acknowledges and agrees that (x) the provisions of this paragraph shall remain in full force and effect notwithstanding any rescission by Agent of an acceleration with respect to all or any portion of the Obligations pursuant to Section 11.2 or otherwise, (y) payment of any Early Payment/Termination Premium under this paragraph constitutes liquidated damages and not a penalty and (z) the actual amount of damages to Lenders or profits lost by Lenders as a result of such early payment or termination would be impracticable and extremely difficult to ascertain, and the Early Payment/Termination Premium under this paragraph is provided by mutual agreement of Borrowers and Lxxxxxx as a reasonable estimation and calculation of such lost profits or damages of Borrowers and Lenders.

Early Payment/Termination Premium. In the event that, for any reason (including as a result of any voluntary or mandatory prepayment of the Loans, any acceleration of the Loans resulting from an Event of Default, any foreclosure and sale of Collateral, or any sale of Collateral in any bankruptcy or insolvency proceeding), all or any portion of the Lenders’ ' commitment to make Revolving Loans is terminated prior to the Scheduled Maturity Date, in each case pursuant to Section 2.6(d)2.6, Section 11.2 or otherwise, then in each such case, in addition to the payment of the principal amount and all unpaid accrued interest and other amounts due thereon, Borrowers immediately shall be required to pay to Agent, for the ratable benefit of the Lenders, a premium (each, an “"Early Payment/Termination Premium”") (as liquidated damages and compensation for the cost of the Lenders being prepared to make funds available under this Agreement with respect to such Loans during the scheduled term of this Agreement) in an amount equal to the Applicable Percentage (as defined below) of the amount of any such Revolving Loan commitment termination, as applicable. In each such case, the “"Applicable Percentage” " shall be (iA) two percent (2.0%), if such event occurs on or before December 14the date that is twelve months following the Closing Date, 2023January 31, 2024; (iiB) one percent (1.0%), ) if such event occurs after January 31the date that is twelve months following the Closing Date, 2024 and but on or before January 31the date that is twenty-four months following the Closing Date, 2025 and (iiiC) one one-half of one percent (0.5%) thereafterif such event occurs after the date that is twenty four months following the Closing Date, but on or before the Scheduled Maturity Date. Each Borrower acknowledges and agrees that (x) the provisions of this paragraph shall remain in full force and effect notwithstanding any rescission by Agent of an acceleration with respect to all or any portion of the Obligations pursuant to Section 11.2 or otherwise, (y) payment of any Early Payment/Termination Premium under this paragraph constitutes liquidated damages and not a penalty and (z) the actual amount of damages to Lenders or profits lost by Lenders as a result of such early payment or termination would be impracticable and extremely difficult to ascertain, and the Early Payment/Termination Premium under this paragraph is provided by mutual agreement of Borrowers and Lxxxxxx as a reasonable estimation and calculation of such lost profits or damages of Borrowers and Lenders.-29-

Early Payment/Termination Premium. In the event that, for any reason (including as a result of any voluntary or mandatory prepayment of the Loans, any acceleration of the Loans resulting from an Event of Default, any foreclosure and sale of Collateral, or any sale of Collateral in any bankruptcy or insolvency proceeding), all or any portion of the Lenders’ ' commitment to make Revolving Loans is terminated prior to the Scheduled Maturity Date, in each case pursuant to Section 2.6(d)2.6, Section 11.2 or otherwise, then in each such case, in addition to the payment of the principal amount and all unpaid ​ accrued interest and other amounts due thereon, Borrowers immediately shall be required to pay to Agent, for the ratable benefit of the Lenders, a premium (each, an “"Early Payment/Termination Premium”") (as liquidated damages and compensation for the cost of the Lenders being prepared to make funds available under this Agreement with respect to such Loans during the scheduled term of this Agreement) in an amount equal to the Applicable Percentage (as defined below) of the amount of any such Revolving Loan commitment termination, as applicable. In each such case, the “"Applicable Percentage” " shall be (iA) two percent (2.0%), if such event occurs on or before December 14the date that is twelve months following the Amendment No. 2 Effective Date, 2023January 31, 2024; (iiB) one percent (1.0%), ) if such event occurs after January 31the date that is twelve months following the Closing Date, 2024 and but on or before January 31the date that is twenty-four months following the Amendment No. 2 Effective Date, 2025 and (iiiC) one one-half of one percent (0.5%) thereafterif such event occurs after the date that is twenty four months following the Amendment No. 2 Effective Date, but on or before the Scheduled Maturity Date. Each Borrower acknowledges and agrees that (x) the provisions of this paragraph shall remain in full force and effect notwithstanding any rescission by Agent of an acceleration with respect to all or any portion of the Obligations pursuant to Section 11.2 or otherwise, (y) payment of any Early Payment/Termination Premium under this paragraph constitutes liquidated damages and not a penalty and (z) the actual amount of damages to Lenders or profits lost by Lenders as a result of such early payment or termination would be impracticable and extremely difficult to ascertain, and the Early Payment/Termination Premium under this paragraph is provided by mutual agreement of Borrowers and Lxxxxxx Lenders as a reasonable estimation and calculation of such lost profits or damages of Borrowers and Lenders.

Early Payment/Termination Premium. In the event that, that for any reason (including without limitation as a result of any voluntary or mandatory prepayment of the Loans, any acceleration of the Loans resulting from an Event of Default, any foreclosure and sale of Collateral, or any sale of Collateral in any bankruptcy or insolvency proceeding), ) (i) all or any portion of the Lenders’ Lender’s commitment to make Revolving Loans is terminated prior to the Scheduled Maturity Date, in each case pursuant to Section 2.6(d1.8(e), Section 11.2 7.2 or otherwise, then in each such case, in addition to the payment of the subject principal amount and all unpaid accrued interest and other amounts due thereon, Borrowers Borrower immediately shall be required to pay to Agent, for the ratable benefit of the Lenders, a Lender an early payment/termination premium (each, an “Early Payment/Termination Premium”) (as liquidated damages and compensation for the cost of the Lenders Lender being prepared to make funds available under this the Loan Agreement with respect to such Loans during the scheduled term of this the Loan Agreement) in an amount equal to the Applicable Percentage (as defined below) of the amount of any such Revolving Loan commitment termination, as applicable. In each With respect to any such caseevent, the “Applicable Percentage” shall be (i) two percent (2.02.00%), if such event occurs on or before December 14March 13, 2023January 312023, 2024; (ii) one percent (1.0%), 1.00% if such event occurs after January 31March 13, 2024 and 2023, but on or before January 31March 13, 2025 and 2024, or (iii) one half of one percent (0.5%) thereafter0% if such event occurs after March 14, 2024. Each Borrower acknowledges and agrees that (x) the provisions of this paragraph shall remain in full force and effect notwithstanding any rescission by Agent Lender of an acceleration with respect to all or any portion of the Obligations pursuant to Section 11.2 7.2 or otherwise, (y) payment of any Early Payment/Termination Premium under this paragraph constitutes liquidated damages and not a penalty and (z) the actual amount of damages to Lenders Lender or profits lost by Lenders Lxxxxx as a result of such early payment or termination would be impracticable and extremely difficult to ascertain, and the Early Payment/Termination Premium under this paragraph is provided by mutual agreement of Borrowers Borrower and Lxxxxxx Lxxxxx as a reasonable estimation and calculation of such lost profits or damages of Borrowers Borrower and LendersLender.

Early Payment/Termination Premium. In the event that, that for any reason (including without limitation as a result of any voluntary or mandatory prepayment of the Loans, any acceleration of the Loans resulting from an Event of Default, any foreclosure and sale of Collateral, or any sale of Collateral in any bankruptcy or insolvency proceeding), ) all or any portion of the Lenders’ Lender’s commitment to make Revolving Loans is terminated prior to the Scheduled Maturity Date, in each case pursuant to Section 2.6(d1.8(d), Section 11.2 7.2 or otherwise, then in each such case, in addition to the payment of the subject principal amount and all unpaid accrued interest and other amounts due thereon, Borrowers the Borrower immediately shall be required to pay to Agent, for the ratable benefit of the Lenders, a premium (each, Lender an “Early Payment/Termination Premium”) Premium (as liquidated damages and compensation for the cost of the Lenders Lender being prepared to make funds available under this Agreement with respect to such Loans during the scheduled term of this Agreement) in an amount equal to the Applicable Percentage (as defined below) of the amount of any such Revolving Loan commitment termination, as applicable. In each With respect to any such caseevent, the “Applicable Percentage” shall be (i) two percent (2.04%), if such event occurs on or before December 14the first anniversary of the Closing Date, 2023January 31, 2024; (ii) one percent (1.0%), 2.25% if such event occurs after January 31the first anniversary of the Closing Date, 2024 and but on or before January 31the second anniversary of the Closing Date, 2025 and or (iii) one half 1.25% if such event occurs after the second anniversary of one percent (0.5%) thereafterthe Closing Date but before the Scheduled Maturity Date. Each Borrower acknowledges and agrees that (x) the provisions of this paragraph shall remain in full force and effect notwithstanding any rescission by Agent Lender of an acceleration with respect to all or any portion of the Obligations pursuant to Section 11.2 7.2 or otherwise, (y) payment of any Early Payment/Termination Premium under this paragraph constitutes liquidated damages and not a penalty and (z) the actual amount of damages to Lenders Lender or profits lost by Lenders Lender as a result of such early payment or termination would be impracticable and extremely difficult to ascertain, and the Early Payment/Termination Premium under this paragraph is provided by mutual agreement of Borrowers the Borrower and Lxxxxxx Lender as a reasonable estimation and calculation of such lost profits or damages of Borrowers the Borrower and LendersLender.

Early Payment/Termination Premium. In the event that, for any reason (including as a result of any voluntary or mandatory prepayment of the Loans, any acceleration of the Loans resulting from an Event of Default, any foreclosure and sale of Collateral, or any sale of Collateral in any bankruptcy or insolvency proceeding), all or any portion of the Lenders’ ' commitment to make Revolving Loans is terminated prior to the Scheduled Maturity Date, in each case pursuant to Section 2.6(d), Section 11.2 or otherwise, then in each such case, in addition to the payment of the principal amount and all unpaid accrued interest and other amounts due thereon, Borrowers immediately shall be required to pay to Agent, for the ratable benefit of the Lenders, a premium (each, an “"Early Payment/Termination Premium”") (as liquidated damages and compensation for the cost of the Lenders being prepared to make funds available under this Agreement with respect to such Loans during the scheduled term of this Agreement) in an amount equal to the Applicable Percentage (as defined below) of the amount of any such Revolving Loan commitment termination, as applicable. In each such case, the “"Applicable Percentage” " shall be (iA) two percent (2.0%), if such event occurs on or before December 14the first anniversary of the Closing Date, 2023January 31, 2024; or (iiB) one percent (1.0%), ) if such event occurs after January 31the first anniversary of the Closing Date, 2024 and but on or before January 31the second anniversary of the Closing Date, 2025 and or (iiiC) one half of one zero percent (0.50.0%) thereafterif after the second anniversary of the Closing Date. Each Borrower acknowledges and agrees that (x) the provisions of this paragraph shall remain in full force and effect notwithstanding any rescission by Agent of an acceleration with respect to all or any portion of the Obligations pursuant to Section 11.2 or otherwise, (y) payment of any Early Payment/Termination Premium under this paragraph constitutes liquidated damages and not a penalty and (z) the actual amount of damages to Lenders or profits lost by Lenders as a result of such early payment or termination would be impracticable and extremely difficult to ascertain, and the Early Payment/Termination Premium under this paragraph is provided by mutual agreement of Borrowers and Lxxxxxx Lenders as a reasonable estimation and calculation of such lost profits or damages of Borrowers and Lenders...

Early Payment/Termination Premium. In the event that, for any reason (including as a result of any voluntary or mandatory prepayment of the Loans, any acceleration of the Loans resulting from an Event of Default, any foreclosure and sale of Collateral, or any sale of Collateral in any bankruptcy or insolvency proceeding), (1) all or any portion of the Lenders’ ' commitment to make Revolving Loans is terminated prior to the Scheduled Maturity Date, in each case pursuant to Section 2.6(d)2.6, Section 11.2 or otherwise, or (2) all or any portion of the Term Loan is paid (or required to be paid) prior to the Scheduled Maturity Date (other than Scheduled Term Loan Amortization Payments made on their scheduled due dates), then in each such case, in addition to the payment of the principal amount and all unpaid accrued interest and other amounts due thereon, Borrowers immediately shall be required to pay to Agent, for the ratable benefit of the Lenders, a premium (each, an “"Early Payment/Termination Premium”") (as liquidated damages and compensation for the cost of the Lenders being prepared to make funds available under this Agreement with respect to such Loans during the scheduled term of this Agreement) in an amount equal to the Applicable Percentage (as defined below) of the amount of any such Revolving Loan commitment terminationtermination or such Term Loan repayment, as applicable. In each such case, the “"Applicable Percentage” " shall be (iA) in respect of the termination of the Revolving Loans, be (1) two percent (2.0%), if such event occurs on or before December 14the date that is twelve months following the Amendment No. 25 Effective Date, 2023January 31, 2024; (iiB2) one percent (1.0%), ) if such event occurs after January 31the date that is twelve months following the ClosingAmendment No. 5 Effective Date, 2024 and but on or before January 31the date that is twenty-four months following the Amendment No. 25 Effective Date, 2025 and (iiiC3) one one-half of one percent (0.5%) thereafterif such event occurs after the date that is twenty four months following the Amendment No. 2 Effective Date, but on or before5 Effective Date, but before the Scheduled Maturity Date and (B) in respect of prepayment of the Term Loan, be (1) three percent (3.0%), if such event occurs on or before the date that is twelve months following the Amendment No. 5 Effective Date, (2) two percent (2.0%) if such event occurs after the date that is twelve months following the Amendment No. 5 Effective Date, but on or before the date that is twenty-four months following the Amendment No. 5 Effective Date, (3) one percent (1.0%) if such event occurs after the date that is twenty-four months following the Amendment No. 5 Effective Date, but on or before the date that is thirty-six months following the Amendment No. 5 Effective Date, and (4) one-half of one percent (0.5%) if such event occurs after the date that is thirty-six months months following the Amendment No. 5 Effective Date, but before the Scheduled Maturity Date. Each Borrower acknowledges and agrees that (x) the provisions of this paragraph shall remain in full force and effect notwithstanding any rescission by Agent of an acceleration with respect to all or any portion of the Obligations pursuant to Section 11.2 or otherwise, (y) payment of any Early Payment/Termination Premium under this paragraph constitutes liquidated damages and not a penalty and (z) the actual amount of damages to Lenders or profits lost by Lenders as a result of such early payment or termination would be impracticable and extremely difficult to ascertain, and the Early Payment/Termination Premium under this paragraph is provided by mutual agreement of Borrowers and Lxxxxxx Xxxxxxx as a reasonable estimation and calculation of such lost profits or damages of Borrowers and Lenders.

Early Payment/Termination Premium. In the event that, that for any reason (including without limitation as a result of any voluntary or mandatory prepayment of the Loans, any acceleration of the Loans resulting from an Event of Default, any foreclosure and sale of Collateral, or any sale of Collateral in any bankruptcy or insolvency proceeding), ) all or any portion of the Lenders’ commitment to make Revolving Loans Loan Commitments is terminated prior to the Scheduled Maturity Date, in each case pursuant to Section 2.6(d1.8(b), Section 11.2 7.2 or otherwise, then in each such case, in addition to the payment of the subject principal amount and all unpaid accrued interest and other amounts due thereon, Borrowers immediately shall be required to pay to Agent, Agent for the ratable benefit of the Lenders, a Lenders holding Revolving Loan Commitments an early payment/termination premium (each, an “Early Payment/Termination Premium”) (as liquidated damages and compensation for the cost of the Lenders Lender being prepared to make funds available under this the Loan Agreement with respect to such Loans during the scheduled term of this the Loan Agreement) in an amount equal to the Applicable Percentage (as defined below) of the amount of the Total Revolving Loan Commitment at the time of any such Revolving Loan commitment termination, as applicable. In each With respect to any such caseevent, the “Applicable Percentage” shall be (i) two percent (2.03.00%), if such event occurs on or before December 14the first anniversary of the Closing Date, 2023January 31, 2024; (ii) one percent (1.0%), 2.00% if such event occurs after January 31the first anniversary of the Closing Date, 2024 and but on or before January December 31, 2025 and 2023, or (iii) one half of one percent (0.5%) thereafter3.00% if such event occurs after December 31, 2023, but before the Scheduled Maturity Date. Each Borrower acknowledges Borrowers acknowledge and agrees agree that (x) the provisions of this paragraph shall remain in full force and effect notwithstanding any rescission by Agent a Lender of an acceleration with respect to all or any portion of the Obligations pursuant to Section 11.2 7.2 or otherwise, (y) payment of any Early Payment/Termination Premium under this paragraph constitutes liquidated damages and not a penalty and (z) the actual amount of damages to Lenders a Lender or profits lost by Lenders a Lender as a result of such early payment or termination would be impracticable and extremely difficult to ascertain, and the Early Payment/Termination Premium under this paragraph is provided by mutual agreement of Borrowers and Lxxxxxx Agent as a reasonable estimation and calculation of such lost profits or damages of Borrowers and Lenders.

Early Payment/Termination Premium. In the event that, for any reason (including as a result of any voluntary or mandatory prepayment of the Loans, any acceleration of the Loans resulting from an Event of Default, any foreclosure and sale of Collateral, or any sale of Collateral in any bankruptcy or insolvency proceeding), all or any portion of the Lenders’ ' commitment to make Revolving Loans is terminated prior to the Scheduled Maturity Date, in each case pursuant to Section 2.6(d), Section 11.2 or otherwise, then in each such case, in addition to the payment of the principal amount and all unpaid accrued interest and other amounts due thereon, Borrowers immediately shall be required to pay to Agent, for the ratable benefit of the Lenders, a premium (each, an “"Early Payment/Termination Premium”") (as liquidated damages and compensation for the cost of the Lenders being prepared to make funds available under this Agreement with respect to such Loans during the scheduled term of this Agreement) in an amount equal to the Applicable Percentage (as defined below) of the amount of any such Revolving Loan commitment termination, as applicable. In each such case, the “"Applicable Percentage” " shall be (iA) two percent (2.0%), if such event occurs on or before December 14the first anniversary of the Closing Date, 2023January 31, 2024; or (iiB) one percent (1.0%), ) if such event occurs after January 31the first anniversary of the Closing Date, 2024 and but on or before January 31the second anniversary of the Closing Date, 2025 and or (iiiC) one half of one zero percent (0.50.0%) thereafterif after the second anniversary of the Closing Date. Each Borrower acknowledges and agrees that (x) the provisions of this paragraph shall remain in full force and effect notwithstanding any rescission by Agent of an acceleration with respect to all or any portion of the Obligations pursuant to Section 11.2 or otherwise, (y) payment of any Early Payment/Termination Premium under this paragraph constitutes liquidated damages and not a penalty and (z) the actual amount of damages to Lenders or profits lost by Lenders as a result of such early payment or termination would be impracticable and extremely difficult to ascertain, and the Early Payment/Termination Premium under this paragraph is provided by mutual agreement of Borrowers and Lxxxxxx Lenders as a reasonable estimation and calculation of such lost profits or damages of Borrowers and Lenders.

Early Payment/Termination Premium. In the event that, for any reason (including as a result of any voluntary or mandatory prepayment of the Loans, any acceleration of the Loans resulting from an Event of Default, any foreclosure and sale of Collateral, or any sale of Collateral in any bankruptcy or insolvency proceeding), all or any portion of the Lenders’ commitment to make Revolving Loans is terminated prior to the Scheduled Maturity Date, in each case pursuant to Section 2.6(d), Section 11.2 or otherwise, then in each such case, in addition to the payment of the principal amount and all unpaid accrued interest and other amounts due thereon, Borrowers immediately shall be required to pay to Agent, for the ratable benefit of the Lenders, a premium (each, an “Early Payment/Termination Premium”) (as liquidated damages and compensation for the cost of the Lenders being prepared to make funds available under this Agreement with respect to such Loans during the scheduled term of this Agreement) in an amount equal to the Applicable Percentage (as defined below) of the amount of any such Revolving Loan commitment termination, as applicable. In each such case, the “Applicable Percentage” shall be (iA) two percent (2.0%), if such event occurs on or before December 14February 27, 2023January 312021, 2024; or (iiB) one percent (1.0%), ) if such event occurs after January 31February 27, 2024 and 2021 but on or before January 31February 27, 2025 2022 and (iiiC) one half of one percent (0.50.50%) thereafterif such event occurs after February 27, 2022 but before November 27, 2022. For avoidance of doubt, no Early Payment/Termination Premium will be due and payable in the event the Loan is prepaid or terminated after November _, 2022. Each Borrower acknowledges and agrees that (x) the provisions of this paragraph shall remain in full force and effect notwithstanding any rescission by Agent of an acceleration with respect to all or any portion of the Obligations pursuant to Section 11.2 or otherwise, (y) payment of any Early Payment/Termination Premium under this paragraph constitutes liquidated damages and not a penalty and (z) the actual amount of damages to Lenders or profits lost by Lenders as a result of such early payment or termination would be impracticable and extremely difficult to ascertain, and the Early Payment/Termination Premium under this paragraph is provided by mutual agreement of Borrowers and Lxxxxxx Lenders as a reasonable estimation and calculation of such lost profits or damages of Borrowers and Lenders.