Common use of Early Termination by Borrower Clause in Contracts

Early Termination by Borrower. Borrower has the option, at any time upon 90 days prior written notice to Lender, to terminate this Agreement by paying to Lender, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days prior written notice to Lender (the number of prior days to be agreed to separately between Borrower and Lender), to terminate this Agreement by paying to Lender, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's ’s obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including of the following reasons: (a) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, ; then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 30 days prior written notice to LenderAgent, to terminate this Agreement by paying to LenderAgent, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers with respect to the then extant Bank Product Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Agent and individual Lenders). If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers with respect to the then extant Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice; provided that any such notice may be conditioned on the effectiveness of any refinancing. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination. The foregoing (and the definition of “Applicable Prepayment Premium” set forth in Section 1.1) to the contrary notwithstanding, in the event that Borrower repays the Obligations in full and terminates this Agreement pursuant to the first sentence of this Section 3.6 and if such repayment occurs with the proceeds of a refinancing provided by Xxxxx Fargo or any Affiliate thereof, then the Applicable Prepayment Premium shall equal zero.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days prior written notice to Lender, to terminate this Agreement by paying to Lender, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations) (in each cash pursuant to a cash collateral agreement satisfactory to the Lender (with such cash collateral agreement providing for the return of such cash collateral upon all Obligations being indefeasibly repaid in full in cash)), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's ’s obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 30 days prior written notice to LenderAgent, to terminate this Agreement by paying to LenderAgent, in cash, the Obligations (including (a) either (i) providing cash collateral (or backstop letters of credit issued by a Person acceptable to the Agent) to be held by Lender Agent for the benefit of the Lenders in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product ObligationsIssuer), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon agreements between Agent and individual Lenders). If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral (or backstop letters of credit issued by a Person acceptable to the Agent) to be held by Lender Agent for the benefit of the Lenders in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product ObligationsIssuer), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon agreements between Agent and individual Lenders), measured as of the date of such termination.” (k) Section 4.3 of the Agreement is hereby amended to read as follows:

Early Termination by Borrower. Borrower has the option, at any time ----------------------------- upon 90 30 days prior written notice by Borrower to Lender, to terminate this Agreement by paying to Lender, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (Lender but excluding any Obligations in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit respect of the Bank Product Providers with respect to Warrant or the Bank Product ObligationsRegistration Rights Agreement), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (Lender but excluding any Obligations in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit respect of the Bank Product Providers with respect to Warrant or the Bank Product ObligationsRegistration Rights Agreement), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, reorganization or compromise of the Obligations by the confirmation of a plan of reorganization reorganization, or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such termination. The foregoing to the contrary notwithstanding, in the event that any termination of this Agreement by Borrower pursuant to the first sentence of Section 3.6 occurs as a proximate result of or in proximate ----------- connection with a refinancing of the Obligations provided by a commercial banking unit of Xxxxx Fargo, then the Applicable Prepayment Premium shall equal zero.

Early Termination by Borrower. Borrower has the option, at any time upon 90 30 days prior written notice to LenderAgent (which notice shall be revocable), to terminate this Agreement by paying to LenderAgent, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of the Lenders in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Agent and individual Lenders). If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of the Lenders in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination. The foregoing to the contrary notwithstanding, in the event that any termination of this Agreement by Borrower pursuant to the first sentence of this Section 3.6 occurs as a result of or in connection with (1) a private placement of equity or subordinated debt by Borrower, (2) a public offering of Borrower's Stock, or (3) the sale of all or substantially all of Borrower's assets or Stock, in one or a series of related transactions, and the outstanding Obligations are paid in full by Borrower out of the proceeds from any such transaction, then the Applicable Prepayment Premium shall be reduced by 50%.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days prior written notice to Lender, to terminate this Agreement by paying to Lender, in cashimmediately available funds, the Obligations (including either (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the then extant Letter of Credit Usage, or (iib) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium; provided, however, that such Applicable Prepayment Premium (i) shall be reduced to zero if the Obligations are repaid in full and this Agreement is terminated as a direct result of a refinancing provided by Xxxxx Fargo at any time subsequent to the first anniversary of the Closing Date, and (ii) shall be reduced by 50% if the Obligations are repaid in full and this Agreement is terminated as a direct result of the consummation of an initial public offering of Borrower's stock, a private placement of Borrower's stock or subordinated debt, or a sale (other than a sale that takes place as a consequence of a judicial or nonjudicial foreclosure proceeding or an Insolvency Proceeding) in of all or substantially all the stock or assets of Borrower. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (aA) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (bB) foreclosure and sale of Collateral, (cC) sale of the Collateral in any Insolvency Proceeding, or (dD) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such termination.

Early Termination by Borrower. (a) . Subject to the terms of this Section 3.5(a), Borrower has the option, at any time upon 90 days five (5) Business Days prior written notice to LenderAgent (a “Revolver Reduction Notice” or a “Revolver Termination Notice”, as applicable), to (A) permanently reduce the Revolver Commitment in the minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof and, or (B) terminate this Agreement in its entirety by paying to LenderAgent, for the benefit of the Lenders, in cash, the Obligations (including includingas to Obligations in respect of Advances, Letters of Credit and the Obligations specified in clause (b) of the definition of Obligations. If Borrower has sent a Revolver Termination Notice, then the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (excluding Obligations in respect of the Term Loan but including, without limitation, (a) either (i) providing cash collateral collateralCash Collateral for the then extant L/C Obligations to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit UsageUsagethe Revolver Lenders, (ii) providing a backstop letter of credit reasonably acceptable to Agent or (iiiii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral collateralCash Collateral (in an amount determined by Lender Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers Agent with respect to the Bank Product Obligations specified in clause (b) of the definition of Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, (ii) providing a backstop letter of credit reasonably acceptable to Agent or (iiiii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers Agent with respect to the Bank Product Obligations specified in clause (b) of the definition of Obligations, and (c) Obligations consisting of fees payable pursuant to the Fee Letter), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In notice (provided that a notice of termination delivered by the event Borrower in connection with a refinancing Commitments in such Revolver Termination Notice (provided that a Revolver Termination Notice delivered by the Borrower in connection with a refinancing or termination of all (but not less than all) the Commitments hereunder may state that such notice is conditioned on the effectiveness of any other credit facilities or the closing of any other securities offering, in which case the Borrower shall provide reasonable detail of the termination of this Agreement conditions or circumstances that could prevent such effectiveness or closing and repayment of such notice may be revoked by the Obligations at any time Borrower (by notice to the Agent on or prior to the Maturity Datespecified effective date as soon as the Borrower becomes reasonably certain thereof) if such condition or circumstance is not satisfied). acquisition or sale transaction, for other credit facilities or the closing of any other reasonsecurities offering, including (a) termination upon in which case the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale Borrower shall provide reasonable detail of the Collateral conditions or circumstances that could prevent such effectiveness or closing and such notice may be revoked by the Borrower (by notice to the Agent on or prior to the specified effective date as soon as the Borrower becomes reasonably certain thereof) if such condition or circumstance is not satisfied). Except as provided in the immediately preceding sentence, any Insolvency Proceedingwritten notice delivered pursuant to this Section shall be irrevocable. If Borrower has sent a Revolver Reduction Notice, or then Borrower shall, on the date specified in the written notice delivered to Agent in respect thereof, prepay the outstanding Advances in an amount equal to the difference (dif a positive number) restructure, reorganization, or compromise between the then outstanding principal amount of the Advances over the Revolver Commitment after giving effect to such reduction, together with any fees payable pursuant to the Fee Letter, accrued interest and other Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such terminationrespect thereof.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days prior written notice to Lender, to terminate this Agreement by paying to Lender, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium; provided, however, if, prior to the occurrence of an Event of Default which is continuing, Lender assigns to one or more Assignees all or more than 49% of all of the Obligations, then Borrower shall have the right, exercisable within 90 days of written notice from Lender of said assignment, to terminate this Agreement by paying to Lender, in cash, the Obligations in full, without the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then (i) Lender's obligations to extend credit hereunder shall terminate on the date set forth as the date of termination of this Agreement in such notice, and (ii) Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment PremiumPremium (except as expressly provided in the proviso in the immediately preceding sentence), on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such termination. Notwithstanding any provision to the contrary herein provided, Borrower shall not be liable for any Applicable Prepayment Premium if this Agreement is terminated as a direct result of Borrower's refinancing the Obligations through a commercial banking unit of Xxxxx Fargo.

Early Termination by Borrower. Borrower has the option, at any time upon 90 30 days prior written notice to LenderAgent, to terminate this Agreement and terminate the Credit Facility hereunder by paying repaying to LenderAgent all of the Bank Obligations in full. The foregoing notwithstanding, in cash, the Obligations (including (a) either Borrower may rescind termination notices relative to proposed payments in full of the Bank Obligations with the proceeds of third party Indebtedness if the closing for such issuance or incurrence does not happen on or before the date of the proposed termination (i) providing cash collateral in which case, a new notice shall be required to be held by Lender sent in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lenderconnection with any subsequent termination), and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy Borrower may extend the reasonably estimated credit exposure) to be held by Lender for the benefit date of the Bank Product Providers with respect to the Bank Product Obligations), in full, together termination at any time with the Applicable Prepayment Premiumconsent of Agent (which consent shall not be unreasonably withheld or delayed). If Borrower has sent a notice of termination pursuant to this Section 3.05, or if the provisions Bank Obligations are purchased pursuant to Section 2.20 of this Sectionthe Intercreditor Agreement, then Lender's obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In notice or on the event date of purchase, as applicable, Borrower, shall pay to Agent, in cash, for the benefit of the termination of this Agreement and repayment of Lenders in accordance with their Pro Rata Shares, the Obligations at any time prior Applicable Prepayment Premium. Notwithstanding anything to the Maturity contrary in this Agreement, Agent and Lender Group agree that if, after the Closing Date, for any other reasonBorrower obtains financing from Xxxxx Fargo or one or more of its Affiliates and such financing is utilized to pay and satisfy in full all Bank Obligations, including (a) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such terminationshall be waived.

Early Termination by Borrower. Borrower has the option, at any time -------------------------------- upon 90 days prior written notice by Borrower to LenderAgent, to terminate this Agreement by paying to LenderAgent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to LenderIssuing Lender in full, and (b) providing cash collateral (in an amount determined by Lender Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers with respect to the then extant Bank Product Products Obligations), in full, together with with, in the absence of a Non-Prepayment Premium Event, the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Agent and individual Lenders). If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, in full, and (b) providing cash collateral (in an amount determined by Lender Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers with respect to the then extant Bank Product Products Obligations), in full, together with with, in the absence of a Non-Prepayment Premium Event, the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, reorganization or compromise of the Obligations by the confirmation of a plan of reorganization reorganization, or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination; provided, however, the Lender Group waives the Applicable Prepayment Premium in the event such early termination results from a financing provided by Xxxxx Fargo Bank, N.A., or any of its affiliates.

Early Termination by Borrower. Borrower has the option, at any time upon 90 60 days prior written notice to Lender, to terminate this Agreement by paying to Lender, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers Xxxxx Fargo or its Affiliates with respect to the then extant Bank Product Products Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder shall terminate on the date set forth as the date of termination of this Agreement in such notice and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers Xxxxx Fargo or its Affiliates with respect to the then extant Bank Product Products Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such termination. The foregoing notwithstanding, (w) if, between the Closing Date and the Maturity Date, Borrower consummates an initial public offering, private placement of equity with a third party that is not an Affiliate of Borrower or private placement of subordinated debt with a third party that is not an Affiliate of Borrower and the Obligations are prepaid concurrent with and as a result of such initial public offering, private placement of equity or private placement of subordinated debt, the Applicable Prepayment Premium shall be reduced by 50%, (x) if, at any time after the one year anniversary of the Closing Date, Borrower refinances with a Xxxxx Fargo commercial banking unit, then Borrower shall not be required to pay the Applicable Prepayment Premium, (y) if, at any time between the Closing Date and the Maturity Date, Borrower sells all or substantially all of its assets, or enters into a merger or consolidation pursuant to which it is not the surviving entity, or CPT sells all of the Stock of Borrower, in each case, to an unaffiliated third Person, then Borrower shall not be required to pay the Applicable Prepayment Premium, and (z) if, at any time between the Closing Date and the Maturity Date, Lender refuses to consent to an Acquisition proposed by Borrower, and as of the date of such refusal such Acquisition, if it were consummated, would constitute a Permitted Acquisition (except for the refusal of Lender to consent thereto and/or the good faith failure of Borrower to be able to comply with clause (c)(ii) of the definition of Permitted Acquisitions) then the Applicable Prepayment Premium shall be reduced by 50% if the prepayment occurs in connection with the consummation of the proposed Acquisition and within 180 days of the declination by Lender. In respect of any proposed Acquisition, if Lender has not responded affirmatively or negatively within 10 days of the date on which it first receives a request therefor from Borrower, it shall be deemed to have declined such request as of the 10th day after the date of receipt.

Early Termination by Borrower. Borrower has the option, at any time upon 90 thirty (30) days prior written notice by Borrower to Lender, to terminate this Agreement by paying to Lender, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to one hundred and five percent (105% %) of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and or (biii) providing cash collateral (letters of credit, in form and substance and from issuing banks acceptable to Lender, naming Lender as the beneficiary thereof and in an aggregate face amount determined by Lender as sufficient equal to satisfy the reasonably estimated credit exposureone hundred five percent (105%) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligationsthen extant Letter of Credit Usage), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to one hundred and five percent (105% %) of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and or (biii) providing cash collateral (letters of credit, in form and substance and from issuing banks acceptable to Lender, naming Lender as the beneficiary thereof and in an aggregate face amount determined by Lender as sufficient equal to satisfy the reasonably estimated credit exposureone hundred five percent (105%) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligationsthen extant Letter of Credit Usage), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, reorganization or compromise of the Obligations by the confirmation of a plan of reorganization reorganization, or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 45 days prior written notice by Borrower to LenderAgent, to terminate this Agreement by paying to LenderAgent, in cash, the Obligations (including contingent reimbursement obligations of Borrower with respect to outstanding Letters of Credit, but excluding indemnification or similar inchoate obligations) (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including contingent reimbursement obligations of Borrower with respect to outstanding Letters of Credit, but excluding indemnification or similar inchoate obligations) (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days days' prior written notice to Lender, to terminate this Agreement by paying to LenderAgent, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to LenderAgent, and (b) providing cash collateral (collateral, in an amount determined by Lender such amounts as sufficient Xxxxx Fargo or its Affiliates, as applicable, requires from its customers generally with respect to satisfy the reasonably estimated credit exposure) such products, to be held by Lender Agent for the benefit of the Bank Product Providers Xxxxx Fargo or its Affiliates with respect to the then extant Bank Product Products Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's Lenders' obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent (in an interest-bearing account) in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to LenderAgent, and (b) providing cash collateral (collateral, in an amount determined by Lender such amounts as sufficient Xxxxx Fargo or its Affiliates, as applicable, requires from its customers generally with respect to satisfy the reasonably estimated credit exposure) such products, to be held by Lender Agent for the benefit of the Bank Product Providers Xxxxx Fargo or its Affiliates with respect to the then extant Bank Product Products Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Revolving Loan Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender Lenders or profits lost by Lender the Revolving Loan Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Revolving Loan Lenders, Borrower shall pay the Applicable Prepayment Premium to Lenderthe Revolving Loan Lenders, measured as of the date of such termination, provided, that notwithstanding the foregoing, Borrower shall not be obligated to pay the Applicable Prepayment Premium if the termination of this Agreement and repayment of the Revolving Loan Obligations at any time prior to the Maturity Date is from the proceeds received by Borrower pursuant to (x) a public or private placement of stock (including a placement in the form of a merger) or subordinated indebtedness of any Loan Party, (y) a sale of assets of any Loan Party or (z) a financing facility provided by Xxxxx Fargo. Notwithstanding anything contained in this Agreement, Borrower shall not repay any Term Loan Obligation unless and until all of the Revolving Loan Obligations have been paid in full, all Letters of Credit have been terminated or cash collateralized and the Revolver Commitments have been terminated.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days prior written notice to LenderAgent, to terminate this Agreement by paying to LenderAgent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Agent and individual Lenders). If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 60 days prior written notice to LenderAgent, to terminate this Agreement by paying to LenderAgent, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, or (iii) providing letters of credit, in form and substance satisfactory to Agent, from a financial institution which is satisfactory to Agent, in an aggregate amount equal to 100% of the then extant Letter of Credit Usage, together with cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 5% of the then extant Letter of Credit Usage, and (b) providing cash collateral (in an amount determined by Lender Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers with respect to the then extant Bank Product Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Agent and individual Lenders). If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or , (ii) causing the original Letters of Credit to be returned to the Issuing Lender, or (iii) providing letters of credit, in form and substance satisfactory to Agent, from a financial institution which is satisfactory to Agent, in an aggregate amount equal to 100% of the then extant Letter of Credit Usage, together with cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 5% of the then extant Letter of Credit Usage, and (b) providing cash collateral (in an amount determined by Lender Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers with respect to the then extant Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days prior written notice to Lender, to terminate this Agreement by paying to Lender, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations) (in each cash pursuant to a cash collateral agreement satisfactory to the Lender (with such cash collateral agreement providing for the return of such cash collateral upon all Obligations being indefeasibly repaid in full in cash)), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days prior written notice to LenderAgent, to terminate this Agreement by paying to LenderAgent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of the Lenders in an amount equal to 105% of the Letter maximum amount of Credit Usagesuch Lenders' obligations under outstanding Letters of Credit, or (ii) causing the original Letters of Credit to be returned to Lender, and (bAgent) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations but fails to extend credit hereunder shall terminate and Borrower shall be obligated to repay pay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, full on the date set forth in said notice, then Agent, acting upon the instructions of the Required Lenders, shall have the election, to be made by a notice in writing sent by Agent to Borrower within 60 Business Days after the date that Borrower had scheduled as the early termination date, either to (a) require Borrower to repay the Obligations in full on a date that is 10 days after the date on which such notice is sent, (b) renew this Agreement for an additional term of termination 1 year, or (c) continue the terms of this Agreement in as if no such noticeearly termination notice had been sent. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including including: (ai) termination upon the election of the Lender Group to terminate after the occurrence and during the continuation of an Event of Default, (bii) foreclosure and sale of CollateralCollateral resulting in repayment of the Obligations in full, (ciii) sale of the Collateral in any Insolvency Proceedinginsolvency proceeding resulting in repayment of the Obligations in full, or (div) restructure, reorganization, or reorganization and/or compromise of the Obligations by the confirmation of a plan of reorganization reorganization, plan or arrangement, or any other plan of compromise, restructure, restructure or arrangement in any Insolvency Proceeding, theninsolvency proceeding, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender or Group and/or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or and/or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to Lender, the Lender Group measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 no less than 30 days or more than 45 days prior written notice to LenderAgent, to terminate this Agreement by paying to LenderAgent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of Lenders in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated among the Lenders in accordance with their respective Pro Rata Shares). If Borrower has sent sends a notice of termination pursuant to the provisions of this SectionSection and does not revoke such notice prior to the termination date set forth therein, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of Lenders in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated among the Lenders in accordance with their respective Pro Rata Shares), measured as of the date of such termination. The foregoing to the contrary notwithstanding, in the event that any termination of this Agreement by Borrower pursuant to the first sentence of this Section 3.6 occurs as a proximate result of or in proximate connection with (A) Borrower’s consummation of an equity or subordinated debt issuance, (B) the sale of all or substantially all of the Stock of Borrower or any Parent Company or all or substantially all of Borrower’s and its Subsidiaries’ assets, in one or a series of related transactions, (C) a refinancing of the Obligations provided solely by Xxxxx Fargo or one of its Affiliates, or as to which Xxxxx Fargo or one of its Affiliates serves as the administrative agent or makes a commitment to lend at least $10,000,000, or (D) the consummation of a Permitted Station Disposition, then, (i) in the case of (A) or (B) above, the Applicable Prepayment Premium shall be equal to one-half of the Applicable Prepayment Premium that would otherwise be applicable, and (ii) in the case of (C) or (D) above, the Applicable Prepayment Premium shall be equal to zero. Agent shall return to Borrower any cash collateral held by Agent in respect of any Letter of Credit within 30 days after the expiration, termination or surrender of such Letter of Credit, net of the amount of any draws, costs, expenses or letter of credit fees in respect of such letter of credit.

Early Termination by Borrower. Borrower has the option, at any time upon 90 60 days prior written notice to Lender, to terminate this Agreement by paying to Lender, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers Wxxxx Fargo or its Affiliates with respect to the then extant Bank Product Products Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's ’s obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers Wxxxx Fargo or its Affiliates with respect to the then extant Bank Product Products Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such termination.

Early Termination by Borrower. Borrower has Borrowers have the option, at any time upon 90 30 days prior written notice by Borrowers to LenderAgent, to terminate this Agreement by paying to LenderAgent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of the Lenders in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers with Wells Fargo or its Affiliatex xxxh respect to the then extant Bank Product Products Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Agent and individual Lenders). If Borrower has Borrowers have sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower Borrowers shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of the Lenders in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers with Wells Fargo or its Affiliatex xxxh respect to the then extant Bank Product Products Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower Borrowers shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days prior written notice to LenderAgent, to terminate this Agreement by paying to LenderAgent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105102% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers Wells Fargo or its Affiliates with respect to the then extant Bank Product Xxxxucts Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Agent and individual Lenders). If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105102% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers Wells Fargo or its Affiliates with respect to the then extant Bank Product Xxxxucts Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, reorganization or compromise of the Obligations by the confirmation of a plan of reorganization reorganization, or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days prior written notice to Lender, to terminate this Agreement by paying to Lender, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days prior written notice by Borrower to LenderAgent, to terminate this Agreement by paying to LenderAgent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to LenderIssuing Lender in full, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers with respect Wells Fargo or its Affiliates wixx xxspect to the then extant Bank Product Products Obligations), in full, together with with, in the absence of a Non-Prepayment Premium Event, the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Agent and individual Lenders). If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, in full, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers with Wells Fargo or its Affiliates xxxh respect to the then extant Bank Product Products Obligations), in full, together with with, in the absence of a Non-Prepayment Premium Event, the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, reorganization or compromise of the Obligations by the confirmation of a plan of reorganization reorganization, or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination; provided, however, the Lender Group waives the Applicable Prepayment Premium in the event such early termination results from a financing provided by Wells Fargo Bank, N.A., or any ox xxx affiliates.

Early Termination by Borrower. Borrower has the option, at any time upon 90 no less than 30 days or more than 45 days prior written notice to LenderAgent, to terminate this Agreement by paying to LenderAgent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Agent and individual Lenders). If Borrower has sent sends a notice of termination pursuant to the provisions of this SectionSection and does not revoke such notice prior to the termination date set forth therein, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination. The foregoing to the contrary notwithstanding, in the event that any termination of this Agreement by Borrower pursuant to the first sentence of this Section 3.6 occurs as a proximate result of or in proximate connection with (A) Borrower's consummation of an equity or subordinated debt issuance, (B) the sale of all or substantially all of the Stock of Borrower or all or substantially all of Borrower's and its Subsidiaries' assets, in one or a series of related transactions, or (C) a refinancing of the Obligations provided solely by Wells Fargo or one of its Affiliates, or as to which Wells Fargo or xxx xf its Affiliates serves as the administrative agxxx xr makes a commitment to lend at least $10,000,000, then, (i) in the case of (A) or (B) above, the Applicable Prepayment Premium shall be equal to one-half of the Applicable Prepayment Premium that would otherwise be applicable, and (ii) in the case of (C) above, the Applicable Prepayment Premium shall be equal to zero.

Early Termination by Borrower. Borrower has the option, at any time upon 90 30 days prior written notice by Borrower to LenderAgent, to terminate this Agreement by paying to LenderAgent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of the Lenders in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers Wells Fargo or its Affiliates with respect xxxxect to the then extant Bank Product Products Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Agent and individual Lenders). If Borrower has have sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of the Lenders in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers Wells Fargo or its Affiliates with respect xxxxect to the then extant Bank Product Products Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 ninety (90) days prior written notice to LenderAgent, to terminate this Agreement by paying repaying to Lender, in cash, Agent all of the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this SectionSection 3.6, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure by Agent or Lenders and sale of Collateral, (c) sale of the Collateral in any Insolvency ProceedingProceeding of Borrower, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency ProceedingProceeding of Borrower, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay to Agent, in cash, for the ratable benefit of Lenders, the Applicable Prepayment Premium to LenderPremium, measured if any, determined as of the such date. For purposes of this Agreement, "Applicable Prepayment Premium" means, as of any date of determination, an amount equal to (a) during the period starting on the Fifth Amendment Closing Date and ending on July 31, 2015, three percent (3.00%) multiplied by the Maximum Revolver Amount on such terminationdate, (b) during the period starting on August 1, 2015 and ending on July 31, 2016, two percent (2.00%) multiplied by the Maximum Revolver Amount on such date, (c) during the period starting on August 1, 2016 and ending on January 31, 2017, one percent (1.00%) multiplied the Maximum Revolver Amount on such date, and (d) thereafter, zero dollars ($0.00).

Early Termination by Borrower. Borrower has the option, at any time upon 90 days prior written notice to LenderAgent, to terminate this Agreement by paying to LenderAgent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers with respect to the then extant Bank Product Products Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Agent and individual Lenders). If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers with respect to the then extant Bank Product Products Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination.

Early Termination by Borrower. Borrower has have the option, at any time ----------------------------- upon 90 days prior written notice to LenderAgent, to terminate this Agreement by paying to LenderAgent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Agent and individual Lenders). If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, reorganization or compromise of the Obligations by the confirmation of a plan of reorganization reorganization, or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days prior written notice to LenderAgent, to terminate this Agreement by paying to LenderAgent, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent in an amount equal to 105102% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to LenderAgent, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers Wells Fargo or its Affiliates with respect to the then extant Bank Product Prxxxxxs Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then LenderAgent's obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent in an amount equal to 105102% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to LenderAgent, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers Wells Fargo or its Affiliates with respect to the then extant Bank Product Prxxxxxs Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender Agent to terminate after the occurrence and during the continuation continuance of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender Agent or profits lost by Lender Agent as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of LenderAgent, Borrower shall pay the Applicable Prepayment Premium to LenderAgent, measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days prior written notice to LenderAgent, to terminate this Agreement by paying to LenderAgent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, the Issuing Lender and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers Xxxxx Fargo or its Affiliates with respect to the then extant Bank Product Products Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Agent and individual Lenders). If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers Xxxxx Fargo or its Affiliates with respect to the then extant Bank Product Products Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination. In the event the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date occurs as a result of refinancing provided by Xxxxx Fargo and no Default or Event of Default has occurred and continues to exist, the Applicable Prepayment Premium shall be waived by Agent and each Lender.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days 30 Business Days prior written notice to Lender, to terminate this Agreement by paying to Lender, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the then extant Bank Product Products Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the then extant Bank Product Products Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of the Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender or profits lost by the Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days prior written notice to Lender (the number of prior days to be agreed to separately between Borrower and Lender), to terminate this Agreement by paying to Lender, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including of the following reasons: (a) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, ; then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days prior written notice to LenderAgent, to terminate this Agreement by paying to LenderAgent, for the benefit of the Lender Group, in cash, the Obligations (including either (a) providing cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then outstanding Letter of Credit Usage, or (b) causing the outstanding original Letters of Credit to be returned to the Issuing Lender, in full, together with the Applicable Prepayment Premium (to be allocated based upon letter agreements between Agent and individual Lenders). If Borrower has sent a notice of termination pursuant to the provisions of this Section, then the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then outstanding Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (cb) sale of the Collateral in any Insolvency Proceeding, or (dc) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days prior written notice to LenderAgent, to terminate this Agreement by paying to LenderAgent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers with respect to the then extant Bank Product Products Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Agent and individual Lenders). If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers with respect to the then extant Bank Product Products Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 ninety (90) days prior written notice to LenderAgent, to terminate this Agreement by paying repaying to Lender, in cash, Agent all of the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this SectionSection 3.6, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure by Agent or Lenders and sale of Collateral, (c) sale of the Collateral in any Insolvency ProceedingProceeding of Borrower, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency ProceedingProceeding of Borrower, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay to Agent, in cash, for the ratable benefit of Lenders, the Applicable Prepayment Premium to LenderPremium, measured if any, determined as of the such date. For purposes of this Agreement, “Applicable Prepayment Premium” means, as of any date of determination, an amount equal to (a) during the period starting on the Third Amendment Closing Date and ending on the day immediately preceding the first anniversary of the Third Amendment Closing Date, three percent (3.00%) multiplied by the Maximum Revolver Amount on such terminationdate, (b) during the period starting on the first anniversary of the Third Amendment Closing Date and ending on the day immediately preceding the second anniversary of the Third Amendment Closing Date, two percent (2.00%) multiplied by the Maximum Revolver Amount on such date, (c) during the period starting on the second anniversary of the Third Amendment Closing Date and ending on the day immediately preceding the same date in the sixth month after the second anniversary of the Third Amendment Closing Date, one percent (1.00%) multiplied by the Maximum Revolver Amount on such date, and (d) thereafter, zero dollars ($0.00).

Early Termination by Borrower. Borrower has the option, at any time upon 90 sixty (60) days prior written notice to LenderAgent, to terminate this Agreement by paying to LenderAgent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105110% of the aggregate face amount of the then extant Letter of Credit Usage, (ii) providing letters of credit, in form and substance and from issuing banks acceptable to Agent, naming Agent as the beneficiary thereof and in an amount equal to 110% of the aggregate face amount of the then extent Letter of Credit Usage, or (iiiii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers Xxxxx Fargo or its Affiliates with respect to the then extant Bank Product Products Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Agent and individual Lenders). Any remaining cash collateral relating to Letter of Credit Usage and Bank Product Obligations and any back up letter of credit with an undrawn amount shall be returned to Borrower (1) in the case of any Letter of Credit surrendered for termination, no later than three (3) Business Days following such surrender to Agent or the Issuing Lender of such Letters of Credit, (2) in the case of any Letter of Credit that expires, no later than thirty (30) days of the expiration of such Letters of Credit, and (3) in the case of the Bank Product Reserve, no later than ten (10) Business Days following the termination of the Bank Products Obligations. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations then, unless on or before the date fifteen (15) days prior to extend credit hereunder the termination date set forth in such notice Borrower shall revoke such notice, the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105110% of the aggregate face amount of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers Xxxxx Fargo or its Affiliates with respect to the then extant Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (aI) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (bII) foreclosure and sale of Collateral, (cIII) sale of the Collateral in any Insolvency Proceeding, or (dIV) restructure, reorganization, reorganization or compromise of the Obligations by the confirmation of a plan of reorganization reorganization, or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 30 days prior written notice by Borrower to Lender, to terminate this Agreement by paying to Lender, for the benefit of Lender, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitment shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, reorganization or compromise of the Obligations by the confirmation of a plan of reorganization reorganization, or any other plan of compromise, restructure, or -41- 43 arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Cancellation Premium to Lender and individual Lender, measured as of the date of such termination.

Early Termination by Borrower. Borrower has Borrowers have the option, at any time upon 90 30 days prior written notice by Borrowers to LenderAgent, to terminate this Agreement by paying to LenderAgent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of the Lenders in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers Wells Fargo or its Affiliates with respect to the Bank Product then extant Baxx Xxoducts Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Agent and individual Lenders). If Borrower has Borrowers have sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower Borrowers shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of the Lenders in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers Wells Fargo or its Affiliates with respect to the Bank Product then extant Baxx Xxoducts Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower Borrowers shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 60 days prior written notice to LenderAgent, to terminate this Agreement by paying to LenderAgent, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers with respect to the then extant Bank Product Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Agent and individual Lenders). If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers with respect to the then extant Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination. The foregoing (and the definition of "Applicable Prepayment Premium" set forth in Section 1.1) to the contrary notwithstanding, in the event that Borrower repays the Obligations in full and terminates this Agreement pursuant to the first sentence of this Section 3.6 and if such repayment occurs with the proceeds of a refinancing provided by Wells Fargo or any Affiliate thereof, then the Applicable Xxxxayment Premium shall equal zero.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days prior written notice to LenderAgent, to terminate this Agreement by paying making payment in full to Lender, in cash, Agent of the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Agent and individual Lenders). If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium (to Lenderbe allocated based upon letter agreements between Agent and individual Lenders) to Agent, measured as of the date of such termination. The foregoing to the contrary notwithstanding, (a) in the event that any termination of this Agreement by Borrower pursuant to the first sentence of this Section 3.6 occurs as a result of a refinancing by a commercial banking unit of Xxxxx Fargo and the outstanding Obligations are paid in full by Borrower out of the proceeds from such refinancing, then the Applicable Prepayment Premium shall be zero, and (b) in the event that any termination of this Agreement by Borrower pursuant to the first sentence of this Section 3.6 occurs as a result of or in connection with an initial public offering of Borrower's Stock or a sale of all or substantially all of Borrower's assets or Stock, in one or a series of related transactions, and the outstanding Obligations are paid in full by Borrower out of the proceeds from any such transaction, then the Applicable Prepayment Premium shall be reduced by 50%.

Early Termination by Borrower. Borrower has the option, at any time upon 90 no less than 30 days or more than 45 days prior written notice to LenderAgent, to terminate this Agreement by paying to LenderAgent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Agent and individual Lenders). If Borrower has sent sends a notice of termination pursuant to the provisions of this SectionSection and does not revoke such notice prior to the termination date set forth therein, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination. The foregoing to the contrary notwithstanding, in the event that any termination of this Agreement by Borrower pursuant to the first sentence of this Section 3.6 occurs as a proximate result of or in proximate connection with (A) Borrower's consummation of an equity or subordinated debt issuance, (B) the sale of all or substantially all of the Stock of Borrower or all or substantially all of Borrower's and its Subsidiaries' assets, in one or a series of related transactions, or (C) a refinancing of the Obligations provided solely by Wxxxx Fargo or one of its Affiliates, or as to which Wxxxx Fargo or one of its Affiliates serves as the administrative agent or makes a commitment to lend at least $10,000,000, then, (i) in the case of (A) or (B) above, the Applicable Prepayment Premium shall be equal to one-half of the Applicable Prepayment Premium that would otherwise be applicable, and (ii) in the case of (C) above, the Applicable Prepayment Premium shall be equal to zero.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days prior written notice to LenderAgent, to terminate this Agreement by paying to LenderAgent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Agent and individual Lenders). If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, Collateral or (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceedingthe Chapter 11 cases, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 not less than 30 days prior written notice by Borrower to LenderAdministrative Agent and Lenders, to terminate this Agreement by paying to LenderAdministrative Agent, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Administrative Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender Administrative Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Administrative Agent for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon the Lender Side Letter Agreement and any other agreements between Administrative Agent and individual Lenders). If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Administrative Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender Administrative Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Administrative Agent for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In ; provided, that Borrower may change the event date of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, be one Business Day earlier or (d) restructure, reorganization, or compromise of the Obligations later by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, thennotifying Administrative Agent, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result writing, of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such terminationdetermination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 30 days prior written notice to Lender, to terminate this Agreement by paying to Lender, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, Lender and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers Xxxxx Fargo or its Affiliates with respect to the then extant Bank Product Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, Lender and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers Xxxxx Fargo or its Affiliates with respect to the then extant Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such termination. The foregoing notwithstanding, (x) if between the Closing Date and the date that is 18 months after the Closing Date a Sale occurs and the Obligations are prepaid concurrent with and as a result of such Sale, the Applicable Prepayment Premium shall be reduced by 50%, and (y) Borrower shall not be required to pay the Applicable Prepayment Premium if a Xxxxx Fargo Commercial Banking Unit refinances Borrower as of the date of termination of this Agreement.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days days' prior written notice to Lender, to terminate this Agreement by paying to Lender, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement upon the election of Lender to terminate for the reasons set forth in subpart (ii) in the second sentence of Section 3.5, then the Borrower shall not be obligated to pay the Applicable Prepayment Premium if the Obligations are paid in full when due in accordance with Section 3.5. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) LOAN AND SECURITY AGREEMENT - Page 33 -------------------------- termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such termination. Notwithstanding the foregoing, no such Applicable Prepayment Premium shall be payable in the event such termination results from prepayment in full of the Obligations after the Advance Period by application of Portfolio Payment Collections.

Early Termination by Borrower. Borrower has the option, at any time upon 90 30 days prior written notice to Lender, to terminate this Agreement by paying to Lender, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, if any. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 60 days prior written notice to LenderAgent, to terminate this Agreement by paying to LenderAgent, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon the Lender Side Letter Agreement and any other agreements between Agent and individual Lenders). If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon the Lender Side Letter Agreement and any other agreements between Agent and individual Lenders), measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days prior written notice to LenderAgent, to terminate this Agreement by paying to LenderAgent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers with respect to the then extant Bank Product Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Agent and individual Lenders). If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers with respect to the then extant Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination. The foregoing to the contrary notwithstanding, in the event that any termination of this Agreement by Borrower pursuant to the first sentence of this Section 3.6 occurs as a proximate result of or in proximate connection with a refinancing of the Obligations provided by a commercial banking unit of Xxxxx Fargo, then the Applicable Prepayment Premium shall equal zero.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days 3 Business Days prior written notice to LenderAgent, to terminate this Agreement by paying to LenderAgent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Agent and individual Lenders), and (b) providing cash collateral to be held by Agent for the benefit of Xxxxx Fargo or its Affiliates with respect to the then extant Bank Products Obligations), in full. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment PremiumPremium and (b) providing cash collateral to be held by Agent for the benefit of Xxxxx Fargo or its Affiliates with respect to the then extant Bank Products Obligations), in full, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 sixty (60) days prior written notice to LenderAgent, to terminate this Agreement by paying to LenderAgent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105110% of the aggregate face amount of the then extant Letter of Credit Usage, (ii) providing letters of credit, in form and substance and from issuing banks acceptable to Agent, naming Agent as the beneficiary thereof and in an amount equal to 110% of the aggregate face amount of the then extent Letter of Credit Usage, or (iiiii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers Wxxxx Fargo or its Affiliates with respect to the then extant Bank Product Products Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Agent and individual Lenders). Any remaining cash collateral relating to Letter of Credit Usage and Bank Product Obligations and any back up letter of credit with an undrawn amount shall be returned to Borrower (1) in the case of any Letter of Credit surrendered for termination, no later than three (3) Business Days following such surrender to Agent or the Issuing Lender of such Letters of Credit, (2) in the case of any Letter of Credit that expires, no later than thirty (30) days of the expiration of such Letters of Credit, and (3) in the case of the Bank Product Reserve, no later than ten (10) Business Days following the termination of the Bank Products Obligations. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations then, unless on or before the date fifteen (15) days prior to extend credit hereunder the termination date set forth in such notice Borrower shall revoke such notice, the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105110% of the aggregate face amount of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers Wxxxx Fargo or its Affiliates with respect to the then extant Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (aI) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (bII) foreclosure and sale of Collateral, (cIII) sale of the Collateral in any Insolvency Proceeding, or (dIV) restructure, reorganization, reorganization or compromise of the Obligations by the confirmation of a plan of reorganization reorganization, or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 no less than 30 days or more than 45 days prior written notice to LenderAgent, to terminate this Agreement by paying to LenderAgent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of Lenders in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated among the Lenders in accordance with their respective Pro Rata Shares). If Borrower has sent sends a notice of termination pursuant to the provisions of this SectionSection and does not revoke such notice prior to the termination date set forth therein, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of Lenders in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated among the Lenders in accordance with their respective Pro Rata Shares), measured as of the date of such termination. The foregoing to the contrary notwithstanding, in the event that any termination of this Agreement by Borrower pursuant to the first sentence of this Section 3.6 occurs as a proximate result of or in proximate connection with (A) Borrower's consummation of an equity or subordinated debt issuance, (B) the sale of all or substantially all of the Stock of Borrower or all or substantially all of Borrower's and its Subsidiaries' assets, in one or a series of related transactions, or (C) a refinancing of the Obligations provided solely by Xxxxx Fargo or one of its Affiliates, or as to which Xxxxx Fargo or one of its Affiliates serves as the administrative agent or makes a commitment to lend at least $10,000,000, then, (i) in the case of (A) or (B) above, the Applicable Prepayment Premium shall be equal to one-half of the Applicable Prepayment Premium that would otherwise be applicable, and (ii) in the case of (C) above, the Applicable Prepayment Premium shall be equal to zero. Agent shall return to Borrower any cash collateral held by Agent in respect of any Letter of Credit within 30 days after the expiration or termination of such Letter of Credit, net of the amount of any draws, costs, expenses or letter of credit fees in respect of such letter of credit.

Early Termination by Borrower. Borrower has the option, (A) Upon at any time upon 90 least ninety (90) days prior written notice to LenderCollateral Agent, Borrower may, at its option, voluntarily terminate this Agreement; provided, however, no such voluntary termination shall be effective until Borrower has paid all of the Obligations in immediately available funds and all Letters of Credit have expired, have been terminated or have been confirmed by another lender. (B) Unless (i) Lenders are currently charging and have been charging for at least ninety (90) days the Default Rate or (ii) Collateral Agent requests in writing that Borrower secure financing from other lenders or otherwise make arrangements to pay all of the Obligations and terminate this Agreement in accordance with Section 3.4(A) hereof, at the effective date of any voluntary termination by paying Borrower, Borrower shall pay to LenderCollateral Agent, for the benefit of Lenders in cashaccordance with their Total Commitment Percentage (in addition to the then outstanding principal, accrued interest and other charges owing under the Obligations (including (a) either (i) providing cash collateral to be held by Lender in terms of this Agreement and any of the other Loan Documents), as liquidated damages for the loss of the bargain and not as a penalty, an amount equal to 105% one percent (1%) of the Letter of Revolving Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (Commitment in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of effect on such date if such voluntary termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations occurs at any time prior to the Maturity Datelast day of the Original Term. In addition, for any other reason, including no termination charge shall be payable if Borrower terminates this Agreement and pays the Obligations in full in immediately available funds solely utilizing funds raised or received by Borrower from (ai) termination upon the election a public issuance by Borrower of Lender to terminate after the occurrence and during the continuation of an Event of Default, its debt or equity securities or (bii) foreclosure and a sale of Collateral, (c) sale all or substantially all of the Collateral in any Insolvency Proceeding, capital stock or assets of Borrower to a Person not an Affiliate of Borrower. (dC) restructure, reorganization, or compromise All of the Obligations by shall be forthwith due and payable upon any termination of this Agreement. Except as otherwise expressly provided for in this Agreement or the confirmation other Loan Documents, no termination or cancellation (regardless of a plan cause or procedure) of reorganization this Agreement or any of the other plan of compromise, restructure, or arrangement Loan Documents shall in any Insolvency Proceedingway affect or impair the rights, thenpowers or privileges of Collateral Agent and/or Lenders or the obligations, duties or liabilities of Borrower, Collateral Agent and/or Lenders in any way relating to (i) any transaction or event occurring prior to such termination or cancellation or (ii) any of the undertakings, agreements, covenants, warranties or representations of Borrower contained in this Agreement or any of the other Loan Documents. All such undertakings, agreements, covenants, warranties and representations of Borrower shall survive such termination or cancellation and Collateral Agent, for the benefit of Lenders, shall retain its Liens in the Collateral and all of its rights and remedies under this Agreement and the other Loan Documents notwithstanding such termination or cancellation until all of the Obligations have been paid in full, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages immediately available funds. (D) It is understood that Borrower may elect to Lender terminate this Agreement in its entirety only; no section or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such terminationlending facility may be terminated singly.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days prior written notice to Lender, to terminate this Agreement by paying to Lender, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (iib) causing the original Letters of Credit to be returned to Lender, and or (bc) providing cash collateral (collateralizing the original Letters of Credit with a back to back letter of credit, in an amount determined by Lender as sufficient equal to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit 105% of the Bank Product Providers with respect Letter of Credit Usage, in form and substance and issued by a commercial bank reasonably satisfactory to the Bank Product ObligationsLender and the Underlying Issuer), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's ’s obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (iib) causing the original Letters of Credit to be returned to Lender, and or (bc) providing cash collateral (collateralizing the original Letters of Credit with a back to back letter of credit, in an amount determined by Lender as sufficient equal to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit 105% of the Bank Product Providers with respect Letter of Credit Usage, in form and substance and issued by a commercial bank reasonably satisfactory to the Bank Product ObligationsLender and the Underlying Issuer), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such termination, provided, that, if this Agreement is terminated and the Obligations are paid in full with the proceeds of a private placement by a Loan Party of subordinated indebtedness or equity, an initial public offering of a Loan Party, a sale of all of the Stock of any Loan Party or a sale of all or substantially all of the assets of the Borrower, the Applicable Prepayment Premium shall be reduced by one-half.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days prior written notice to LenderAgent, to terminate this Agreement by paying to LenderAgent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers Wells Fargo or its Affiliates with respect to the then extant Bank Product Xxxxxcts Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Agent and individual Lenders). If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers Wells Fargo or its Affiliates with respect to the then extant Bank Product Xxxxxcts Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, reorganization or compromise of the Obligations by the confirmation of a plan of reorganization reorganization, or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 30 days prior written notice to LenderAgent, to terminate this Agreement by paying to LenderAgent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Agent and individual Lenders). Notwithstanding anything to the contrary contained herein, in the event the Obligations are paid in full and the Loan Documents are terminated as the result of a conventional bank credit facility provided by Wells Fargo Bank and no Evexx xx Default exists as of the date of termination, the Applicable Prepayment Premium shall be waived. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days five (5) Business Days prior written notice to LenderAgent, to (A) permanently reduce the Revolver Commitment in the minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof and (B) terminate this Agreement in its entirety by paying to LenderAgent, for the benefit of the Lenders, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, (ii) providing a backstop letter of credit reasonably acceptable to Agent or (iiiii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers Agent with respect to the Bank Product Obligations specified in clause (b) of the definition of Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, (ii) providing a backstop letter of credit reasonably acceptable to Agent or (iiiii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers Agent with respect to the Bank Product Obligations specified in clause (b) of the definition of Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In notice (provided that a notice of termination delivered by the event Borrower in connection with a refinancing or termination of all (but not less than all) the Commitments hereunder may state that such notice is conditioned on the effectiveness of any other credit facilities or the closing of any other securities offering, in which case the Borrower shall provide reasonable detail of the termination of this Agreement conditions or circumstances that could prevent such effectiveness or closing and repayment of such notice may be revoked by the Obligations at any time Borrower (by notice to the Agent on or prior to the Maturity Date, for any other reason, including (aspecified effective date as soon as the Borrower becomes reasonably certain thereof) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, if such condition or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such terminationcircumstance is not satisfied).

Early Termination by Borrower. Borrower has the option, at any time upon 90 ninety (90) days prior written notice to Lender, to terminate this Agreement by paying to Lender, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender for the benefit of Issuing Bank in an amount equal to 105% one hundred five percent (105.00%) of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (bIssuing Bank) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender for the benefit of Issuing Bank in an amount equal to 105% one hundred five percent (105.00%) of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product ObligationsIssuing Bank), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days prior written notice to Lender, to terminate this Agreement by paying to Lender, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such termination. Notwithstanding any provision to the contrary herein provided, Borrower shall not be liable for any Applicable Prepayment Premium if this Agreement is terminated as a direct result of Borrower's refinancing the Obligations through a commercial banking unit of Wellx Xxxgo.

Early Termination by Borrower. Borrower has the option, at any time upon 90 60 days prior written notice to Lender, to terminate this Agreement by paying to Lender, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers Wells Fargo or its Affiliates with respect to the then extant Bank Product Prxxxxxs Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers Wells Fargo or its Affiliates with respect to the then extant Bank Product Prxxxxxs Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such termination. The foregoing to the contrary notwithstanding, (a) in the event that any termination of this Agreement by Borrower occurs prior to the Domestic Revolver Closing Date and prior to September 16, 2002, no prior notice of termination shall be required and no Applicable Prepayment Premium shall be payable so long as the closing fee described in the Fee Letter is paid to Lender (and Borrower hereby -48- acknowledges that such fee and the commitment fee described in the Fee Letter are fully earned and non-refundable) or (b) in the event that any termination of this Agreement by Borrower pursuant to the first sentence of this Section 3.6 occurs as a proximate result of or in proximate connection with a refinancing of the Obligations by Borrower occurring more than 6 months after the Domestic Revolver Closing Date and if such financing is provided by a commercial banking unit of Wells Fargo, then the Applicable Prepayment Premium shall equal zero.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days 5 Business Days prior written notice to LenderAgent, to terminate this Agreement in its entirety by paying to LenderAgent, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers Agent with respect to the Bank Product Obligations specified in clause (b) of the definition of Obligations), in full; provided, together with however, upon termination pursuant to this Section 3.5, the Applicable Prepayment PremiumBorrower shall pay to the Agent on behalf of the lenders an early termination fee (the “Early Termination Fee”) in an amount equal to the amount of the Revolver Commitment so terminated times 0.75% if such termination occurs prior to the first or second anniversary of the Closing Date (thereafter, no Early Termination Fee shall apply). If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Revolver Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers Agent with respect to the Bank Product Obligations specified in clause (b) of the definition of Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including . (a) termination upon At any time that Agent imposes Reserves that are not customary for financings of the election size and type contemplated hereunder in light of Lender the financial performance of the Borrower or its Affiliates or the condition of the Collateral, if Borrower shall elect to terminate after this Agreement, upon thirty (30) days prior written notice to Agent, at such time as such Reserves are in effect, all requirements of clause (a) above shall be applicable, other than the occurrence and during the continuation payment of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such terminationEarly Termination Fee.

Early Termination by Borrower. Borrower has the option, at any time upon 90 60 days prior written notice to LenderAgent, to terminate this Agreement by paying to LenderAgent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, the Issuing Lender and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers with respect to the then extant Bank Product Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Agent and individual Lenders) provided that, so long as such termination is effective not more than sixty (60) days prior to the scheduled Maturity Date, and so long as no Default or Event of Default then exists or has occurred and is continuing, the Applicable Prepayment Premium shall zero. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, the Issuing Lender and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers with respect to the then extant Bank Product Obligations), in full, together with the Applicable Prepayment PremiumPremium (if any), on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 no less than 30 days or more than 45 days prior written notice to LenderAgent, to terminate this Agreement by paying to LenderAgent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of Lenders in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated among the Lenders in accordance with their respective Pro Rata Shares). If Borrower has sent sends a notice of termination pursuant to the provisions of this SectionSection and does not revoke such notice prior to the termination date set forth therein, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of Lenders in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated among the Lenders in accordance with their respective Pro Rata Shares), measured as of the date of such termination. The foregoing to the contrary notwithstanding, in the event that any termination of this Agreement by Borrower pursuant to the first sentence of this Section 3.6 occurs as a proximate result of or in proximate connection with (A) Borrower’s consummation of an equity or subordinated debt issuance, (B) the sale of all or substantially all of the Stock of Borrower or any Parent Company or all or substantially all of Borrower’s and its Subsidiaries’ assets, in one or a series of related transactions, or (C) a refinancing of the Obligations provided solely by Xxxxx Fargo or one of its Affiliates, or as to which Xxxxx Fargo or one of its Affiliates serves as the administrative agent or makes a commitment to lend at least $10,000,000, then, (i) in the case of (A) or (B) above, the Applicable Prepayment Premium shall be equal to one-half of the Applicable Prepayment Premium that would otherwise be applicable, and (ii) in the case of (C) above, the Applicable Prepayment Premium shall be equal to zero. Agent shall return to Borrower any cash collateral held by Agent in respect of any Letter of Credit within 30 days after the expiration or termination of such Letter of Credit, net of the amount of any draws, costs, expenses or letter of credit fees in respect of such letter of credit.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days prior written notice to Lender, to terminate this Agreement by paying to Lender, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit L/C's to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit L/C's to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such termination. Notwithstanding the foregoing, Borrower shall be liable for 50% of the Applicable Prepayment Premium otherwise payable pursuant to this Section 3.6 if this Agreement is terminated as a direct result of Borrower's refinancing the Obligations through a commercial banking unit of Xxxxx Fargo.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days prior written notice to Lender, to terminate this Agreement by paying to Lender, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers or its Affiliates with respect to the then extant Bank Product Products Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers or its Affiliates with respect to the then extant Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such termination.

Early Termination by Borrower. Borrower has Borrowers have the option, at any time upon 90 sixty (60) days prior written notice by Borrowers to LenderAgent, to terminate this Agreement by paying to Lenderthe Agent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of the Lenders in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers Xxxxx Fargo or its Affiliates with respect to the then extant Bank Product Products Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Agent and individual Lenders). If Borrower has Borrowers have sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower Borrowers shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of the Lenders in an amount equal to 105to105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers Xxxxx Fargo or its Affiliates with respect to the then extant Bank Product Products Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date as a result of a Change in Control, then Borrowers shall be required to pay only fifty percent (50%) of the Applicable Prepayment Premium otherwise due hereunder. Provided further that in the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower Borrowers shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days 3 Business Days prior written notice to LenderAgent, to terminate this Agreement and terminate the Commitments hereunder by paying to Lender, in cash, Agent the Obligations (including (a) either (i) providing cash collateral Letter of Credit Collateralization with respect to be held by Lender in an amount equal to 105% of the then existing Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers Collateralization with respect to the then existing Bank Product ObligationsProducts), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this SectionSection 3.5, then Lender's obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice, Borrower shall pay to Agent, in cash, the Applicable Prepayment Premium for the ratable benefit of the Lenders. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, a Prepayment for any other reason, including (ai) termination upon acceleration of the election Obligations as a result of Lender to terminate after the occurrence and during the continuation of an Event of Default, (bii) foreclosure and sale of of, or collection of, the Collateral, (ciii) sale of the Collateral in any Insolvency Proceeding, or (div) 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, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early terminationPrepayment, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay to Agent, in cash, the Applicable Prepayment Premium to LenderPremium, measured as of the date of such terminationPrepayment.

Early Termination by Borrower. Borrower has the option, at any time upon 90 60 days prior written notice to Lender, to terminate this Agreement by paying to Lender, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the then extant Bank Product Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations obligation to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the then extant Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such termination. The foregoing to the contrary notwithstanding, in the event that Borrower repays the Obligations in full and terminates this Agreement pursuant to the first sentence of this Section 3.6 and if such repayment occurs with the proceeds of a refinancing provided by Xxxxx Fargo, then the Applicable Prepayment Premium shall equal zero.

Early Termination by Borrower. Borrower has the option, at any time upon 90 10 days prior written notice to LenderAgent, to terminate this Agreement by paying to LenderAgent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Agent and individual Lenders); provided, however, that no Applicable Prepayment Premium shall be payable with respect to the Term Loan; and further provided, however, that Borrower shall have no liability for not effecting a contemplated prepayment if notice thereof has been given and no more than two extensions of the termination date have been granted; and if notice has been given, no more than two extensions of the termination date have been granted and prepayment is not effected , the Commitments shall be reinstated. If Borrower terminates this Agreement pursuant to the provisions of this Section, or if Borrower has sent a notice of termination pursuant to the provisions of this SectionSection and has been granted more than two time extensions of the termination date, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as of such termination or the date of termination of this Agreement in such noticethird extension date, whichever is applicable. In the event of the termination of this Agreement and repayment of the Obligations (other than the Term Loan) at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination. Notwithstanding any provision to the contrary herein provided, Borrower shall not be liable for an Applicable Prepayment Premium if this Agreement is terminated as a direct result of Borrower's refinancing the Obligations through a commercial banking unit of Wellx Xxxgo.

Early Termination by Borrower. Borrower has the option, at any time upon 90 ninety (90) days prior written notice to LenderAgent, to terminate this Agreement by paying repaying to Lender, in cash, Agent all of the Obligations in full (including (a) either (i) providing cash collateral to be held by Lender Agent in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product ObligationsAgent), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this SectionSection 3.6, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure by Agent or Lenders and sale of Collateral, (c) sale of the Collateral in any Insolvency ProceedingProceeding of Borrower, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency ProceedingProceeding of Borrower, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay to Agent, in cash, for the ratable benefit of Lenders, the Applicable Prepayment Premium to LenderPremium, measured if any, determined as of the such date. For purposes of this Agreement, “Applicable Prepayment Premium” means, as of any date of determination, an amount equal to (a) during the period starting on the First Amendment Closing Date and ending on July 31, 2016, three percent (3.00%) multiplied by the Maximum Revolver Amount on such terminationdate, (b) during the period starting on August 1, 2016 and ending on July 31, 2017, two percent (2.00%) multiplied by the Maximum Revolver Amount on such date, (c) during the period starting on August 1, 2017 and ending on January 31, 2018, one percent (1.00%) multiplied by the Maximum Revolver Amount on such date, and (d) thereafter, zero dollars ($0.00).

Early Termination by Borrower. Borrower has the option, at any time upon 90 days prior written notice to Lender, to terminate this Agreement by paying to Lender, in cashimmediately available funds, the Obligations (including either (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the then extant Letter of Credit Usage, or (iib) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium; provided, however, that such Applicable Prepayment Premium (i) shall be reduced to zero if the Obligations are repaid in full and this Agreement is terminated as a direct result of a refinancing provided by Wells Fargo at any time subsequent to the first anniversary of thx Xxxsing Date, and (ii) shall be reduced by 50% if the Obligations are repaid in full and this Agreement is terminated as a direct result of the consummation of an initial public offering of Borrower's stock, a private placement of Borrower's stock or subordinated debt, or a sale (other than a sale that takes place as a consequence of a judicial or nonjudicial foreclosure proceeding or an Insolvency Proceeding) in of all or substantially all the stock or assets of Borrower. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (aA) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (bB) foreclosure and sale of Collateral, (cC) sale of the Collateral in any Insolvency Proceeding, or (dD) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 45 days prior written notice to Lender, to terminate this Agreement by paying to Lender, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender (or other assurance of repayment satisfactory to Lender in its Permitted Discretion) in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such termination. The foregoing to the contrary notwithstanding, in the event that Borrower repays the Obligations in full and terminates this Agreement pursuant to the first sentence of this Section 3.6 and if such repayment occurs with the proceeds of a refinancing provided by Xxxxx Fargo or one or more of its Affiliates, then the Applicable Prepayment Premium shall equal zero.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days prior written notice by Borrower to LenderAgent, to terminate this Agreement by paying to LenderAgent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to LenderIssuing Lender in full, and (b) providing cash collateral (in an amount determined by Lender Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers with respect to the then extant Bank Product Products Obligations), in full, together with with, in the absence of a Non-Prepayment Premium Event, the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Agent and individual Lenders). If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, in full, and (b) providing cash collateral (in an amount determined by Lender Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers with respect to the then extant Bank Product Products Obligations), in full, together with with, in the absence of a Non-Prepayment Premium Event, the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, reorganization or compromise of the Obligations by the confirmation of a plan of reorganization reorganization, or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination; provided, however, the Lender Group waives the Applicable Prepayment Premium in the event such early termination results from a financing provided by Xxxxx Fargo Bank, N.A., or any of its affiliates.

Early Termination by Borrower. Borrower has the option, at any time upon 90 ninety (90) days prior written notice to LenderAgent, to terminate this Agreement by paying to LenderAgent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with any fees provided for in the Applicable Prepayment PremiumFee Letter. If Borrower has sent a notice of termination pursuant to the provisions of this SectionSection 3.6, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Agent for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with any fees provided for in the Applicable Prepayment PremiumFee Letter, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure by Agent or Lenders and sale of Collateral, (c) sale of the Collateral in any Insolvency ProceedingProceeding of Borrower, or (div) 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 ProceedingProceeding of Borrower, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay to Agent any fees provided for in the Applicable Prepayment Premium to Lender, measured as of the date of such terminationFee Letter.

Early Termination by Borrower. Borrower has have the option, at any time upon 90 days prior written notice by Borrower to LenderAgent, to terminate this Agreement by paying to LenderAgent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Agent and individual Lenders). If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Revolver Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, reorganization or compromise of the Obligations by the confirmation of a plan of reorganization reorganization, or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderAgent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 not less than 30 days prior written notice by Borrower to LenderAdministrative Agent and Lenders, to terminate this Agreement and terminate the Commitments hereunder by paying to LenderAdministrative Agent, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Administrative Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender Administrative Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Administrative Agent for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Administrative Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Lender Administrative Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Administrative Agent for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In ; provided, however that Borrower may change the event date of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, be one Business Day earlier or (d) restructure, reorganization, or compromise of the Obligations later by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, thennotifying Administrative Agent, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result writing, of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such terminationdetermination.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days prior written notice to LenderAgent and Collateral Agent, to terminate this Agreement by paying to LenderCollateral Agent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender Collateral Agent for the benefit of Lenders in an amount equal to 105% of the Letter of Credit UsageUsage at such time, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, or (iii) providing a back to back standby letter of credit in an amount equal to the then extant Letter of Credit Usage, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Collateral Agent for the benefit of the Bank Product Providers Agent or its Affiliates with respect to the Bank Product ObligationsProducts Obligations then outstanding), in full, together with the Applicable Prepayment PremiumPremium (to be allocated based upon letter agreements between Collateral Agent and individual Lenders). If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender Collateral Agent for the benefit of Lenders in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, or (iii) providing a back to back standby letter of credit in an amount equal to the then extant Letter of Credit Usage, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender Collateral Agent for the benefit of the Bank Product Providers Agent or its Affiliates with respect to the then extant Bank Product Products Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lenderthe Lender Group, Borrower shall pay the Applicable Prepayment Premium to LenderCollateral Agent (to be allocated based upon letter agreements between Collateral Agent and individual Lenders), measured as of the date of such termination. Notwithstanding the above, no Applicable Prepayment Premium shall be due and payable in connection with a prepayment that results from a refinancing by Agent or any of its Affiliates.

Early Termination by Borrower. Borrower has the option, at any time upon 90 days prior written notice to Lender, to terminate this Agreement by paying to Lender, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers Xxxxx Fargo or its Affiliates with respect to the then extant Bank Product Products Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers Xxxxx Fargo or its Affiliates with respect to the then extant Bank Product Products Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (div) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such termination. Notwithstanding any provision to the contrary herein provided, Borrower shall not be liable for an Applicable Prepayment Premium if this Agreement is terminated as a direct result of Borrower refinancing the Obligations or the notes issued pursuant to the Borrower's Indenture through Lender.