Common use of Early Termination Fee Clause in Contracts

Early Termination Fee. If the Borrower makes the Permitted No-Call Prepayment or, after the first anniversary of the Effective Date, in the event that the Borrower prepays or repays all or part of the Loans pursuant to Section 2.04 or as a result of an acceleration of the Loan pursuant to Section 8.02, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (c), then the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”) equal to (i) if such prepayment or repayment is the Permitted No-Call Prepayment, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time or (ii) if such prepayment or repayment is not the Permitted No-Call Prepayment, (A) if such prepayment or repayment occurs after the first anniversary of the Effective Date and prior to the second anniversary of the Effective Date, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time and (B) if such prepayment or repayment occurs on or after the second anniversary of the Effective Date and prior to the third anniversary of the Effective Date, one (1%) percent of the outstanding principal amount of the Loan prepaid or repaid at such time; provided, that if such prepayment occurs on or after the third anniversary of the Effective Date no Early Termination Fee shall be due and payable. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the prepayment of the Loans during such timeframe set forth in this Section 2.08(b) and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof.

Early Termination Fee. If Upon the Borrower makes the Permitted No-Call Prepayment or, after the first anniversary of the Effective Date, in the event that the Borrower prepays or repays all or part of the Loans pursuant to Section 2.04 or as a result occurrence of an acceleration of the Loan pursuant to Section 8.02Applicable Premium Trigger Event, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (c), then the Borrower shall pay to the Administrative Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”) . Notwithstanding anything to the contrary in this Agreement, the Fee Letter or any other Loan Document, it is understood and agreed that if the Obligations are accelerated as a result of the occurrence and continuance of any Event of Default (including automatically, by operation of law or otherwise), the Early Termination Fee, if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein and without further notice or action shall be deemed to be capitalized and added to the principal balance of the applicable Loans. Any Early Termination Fee payable in accordance with this Section 2.04 and the Fee Letter shall be presumed to be equal to (i) if such prepayment or repayment is the Permitted No-Call Prepayment, three percent (3%) liquidated damages sustained by the Lenders as the result of the outstanding principal amount occurrence of the Loans prepaid Applicable Premium Trigger Event, and the Loan Parties agree that it is reasonable under the circumstances currently existing. The Early Termination Fee shall also be payable in the event the Obligations (and/or this Agreement or repaid at such time the other Loan Documents) are satisfied or released by foreclosure (ii) if such prepayment whether by power of judicial proceeding or repayment is not otherwise), deed in lieu of foreclosure or by any other means whatsoever. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE LOAN PARTIES EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING EARLY TERMINATION FEE IN CONNECTION WITH ANY SUCH ACCELERATION OR OTHERWISE. Each of the Permitted No-Call Prepayment, Loan Parties expressly agrees that (A) if such prepayment or repayment occurs after the first anniversary Early Termination Fee is reasonable and is the product of the Effective Date and prior to the second anniversary of the Effective Datean arm’s length transaction between sophisticated business people, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time and ably represented by counsel, (B) if such prepayment or repayment occurs on or after the second anniversary of the Effective Date and prior to the third anniversary of the Effective Date, one (1%) percent of the outstanding principal amount of the Loan prepaid or repaid at such time; provided, that if such prepayment occurs on or after the third anniversary of the Effective Date no Early Termination Fee shall be due payable notwithstanding the then prevailing market rates at the time payment is made, (C) there has been a course of conduct between Lenders and payable. All parties the Loan Parties giving specific consideration in this transaction for such agreement to this Agreement agree and acknowledge that pay the Lenders will have suffered damages on account of Early Termination Fee, (D) the prepayment of the Loans during such timeframe set forth Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.08(b2.04 and the Fee Letter, (E) and that, in view the agreement of the difficulty in ascertaining the amount of such damages, Loan Parties to pay the Early Termination Fee constitutes is a material inducement to the Lenders to make the Loans, and (F) the Early Termination Fee represents a good faith, reasonable compensation estimate and liquidated calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to compensate the Lenders on account thereofor profits lost by the Lenders as a result of such Applicable Premium Trigger Event. The Early Termination Fee shall be payable in Dollars in immediately available funds.

Early Termination Fee. If (a) Subject to the Borrower makes the Permitted No-Call Prepayment or, after the first anniversary provisions of the Effective DateSection 2.15(b), in the event that the Borrower prepays Termination Date occurs, on or repays all or part prior to the second anniversary of the Loans pursuant to Section 2.04 or as a result of an acceleration of the Loan pursuant to Section 8.02Amendment Effective Date, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (c), then the Borrower shall pay to the Agent, for the ratable benefit of the Revolving Credit Lenders, a fee (the “"Revolving Credit Early Termination Fee”" (so referred to herein) equal to determined and payable as follows: (i) if such prepayment or repayment is the Permitted No-Call Prepayment, three percent (3%) 0.75% of the outstanding principal amount highest Maximum Revolving Credit Ceiling if the Termination Date occurs on or before the first anniversary of the Loans prepaid or repaid at such time or Amendment Effective Date. (ii) 0.50% of the highest Maximum Revolving Credit Ceiling if such prepayment or repayment is not the Permitted No-Call Prepayment, (A) if such prepayment or repayment Termination Date occurs after the first anniversary of the Amendment Effective Date and prior to but on or before the second anniversary of the Amendment Effective Date, three percent . (3%b) of the outstanding principal amount of the Loans prepaid or repaid at such time and No Revolving Credit Early Termination Fee shall be payable (Bi) if such prepayment or repayment occurs on or after the second anniversary of the Amendment Effective Date and prior to or (ii) if the third anniversary Termination Date occurs as a result of the Effective Datefunds borrowed from FRFI, one Fleet National Bank or any of their Affiliates. (1%c) percent of the outstanding principal amount of the Loan prepaid or repaid at such time; provided, that if such prepayment occurs on or after the third anniversary of the Effective Date no The Revolving Credit Early Termination Fee shall be due allocated to the Revolving Credit Lenders pro rata based upon their Revolving Credit Dollar Commitment. (d) The Borrower shall have no right to reduce the Maximum Revolving Credit Dollar Ceiling, provided, however, that in connection with the sale or issuance of any of its equity interests to any Person, in terms satisfactory to the Agent, the Borrower shall, with at least 3-Business Days prior written notice to the Agent, have the right to reduce the Maximum Revolving Credit Ceiling by $5,000,000 or an integral multiple thereof, provided, however, that no such reduction in the Maximum Revolving Credit Ceiling shall be greater than $75,000,000 in the aggregate and payable. All parties to this Agreement agree and acknowledge that no reduction in the Lenders will have suffered damages on account Maximum Revolving Credit Ceiling may be reinstated.". (k) Section 2.18(b)(i) of the prepayment Loan Agreement is hereby amended by restating such section in its entirety as follows: (i) The aggregate Stated Amount of all L/C's then outstanding, does not exceed Thirty Five Million Dollars ($35,000,000).". (l) Sections 5.2(a) and 5.2(c) of the Loans during Loan Agreement is hereby amended by inserting the following clause at the end of such timeframe set forth in this Section 2.08(b) and sections: ", provided, that, in view with the consent of the difficulty in ascertaining Agent and pursuant to documentation acceptable to the amount Agent, including without limitation documentation modifications to the Security Documents required by the Agent, the Borrower may change its State of organization to the State of Minnesota.". (m) Section 5.2 of the Loan Agreement is hereby amended by inserting the following subsection at the end of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof.section:

Early Termination Fee. If the Borrower makes shall voluntarily repay in full and terminate the Permitted No-Call Prepayment orRevolving Facility and all Revolving Commitments, after the first anniversary of the Effective Date, in the event that the Borrower prepays or repays all or part of the Loans pursuant to Section 2.04 or as a result of an acceleration of the Loan pursuant to Section 8.02, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (c), then the Borrower it shall pay to the Agent, for the ratable benefit of the Lenders, a an early termination fee (the “Early Termination Fee”) equal to (ix)(a) if such prepayment voluntary repayment and termination occurs after the ClosingFifth Amendment Effective Date but on or repayment is prior to the Permitted No-Call Prepayment, three percent (3%) first anniversary of the outstanding principal amount ClosingFifth Amendment Effective Date, 2% of the Loans prepaid or repaid at such time or Maximum Revolver Amount. (iib) if such prepayment or voluntary repayment is not the Permitted No-Call Prepayment, (A) if such prepayment or repayment and termination occurs after the first anniversary of the ClosingFifth Amendment Effective Date and but on or prior to the second anniversary of the ClosingFifth Amendment Effective Date, three percent (3%) 1% of the outstanding principal amount of the Loans prepaid or repaid at such time Maximum Revolver Amount and (Bc) if such prepayment or voluntary repayment and termination occurs on or after the second anniversary of the Effective Date and prior to the third anniversary of the ClosingFifth Amendment Effective Date, one (1%) percent 0% of the outstanding principal amount Maximum Revolver Amount. Notwithstanding anything herein to the contrary, if the Parent or any of its Affiliates elects to increase the Revolving Commitments pursuant to Section 2.19 (and all conditions thereof would have been satisfied) and the Lenders elect not to participate in such Revolving Facility Increase, the Parent may then elect to repay in full and terminate the Revolving Facility and all Revolving Commitments, and provided that the new loan facility replacing the Revolving Facility has a commitment of at least 110% of the Loan prepaid Maximum Revolver Amount and is on the same or repaid at better terms than the Revolving Facility (as reasonably determined by the Administrative Agent), then and only in such time; providedevent, that if such prepayment occurs on or after the third anniversary BorrowerBorrowers shall pay 50% of the Effective Date no then applicable Early Termination Fee (if any). For the avoidance of doubt, it is understood and agreed that Revolving Loans which are prepaid without a permanent reduction in the Revolving Commitment shall not be due and payable. All parties subject to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the any prepayment of the Loans during such timeframe set forth in this Section 2.08(b) and that, in view of the difficulty in ascertaining the amount of such damages, premium (including the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereofFee).

Early Termination Fee. If In the Borrower makes event (x) the Permitted No-Call Prepayment or, after the first anniversary Borrowers prepay any portion of the Effective DateTerm Loan or Delayed Draw Term Loan pursuant to Sections 2.06(a) or (d) hereof, in or (y) terminate or reduce the event that the Borrower prepays or repays all or part of the Loans Revolving Commitments pursuant to Section 2.04 2.06(a) or as a result of an Section 2.07(a) hereof, or (z) the Termination Date occurs for any reason (except pursuant to clause (i) thereof), including the acceleration of the Loan pursuant to Section 8.02, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (c)Obligations, then on the Borrower date of any such prepayment, termination or reduction, the Borrowers shall pay to the Agent, for the ratable benefit of the applicable Lenders, a fee (the “Early Termination Fee”) equal to the following: (i) the greater of (A) the difference between (i) the maximum total interest which would be earned on the Obligations (or portion thereof prepaid or due) through and including the first anniversary of the Closing Date (assuming no Revolving Loans have been drawn if no such Loans are outstanding on the prepayment date and if Revolving Loans have been drawn, assuming the amount outstanding on the date of prepayment had remained outstanding through such anniversary), and (ii) the total interest actually paid by the Borrowers to the Lenders on the Obligations (or portion thereof prepaid) prior to the date of prepayment or repayment is the Permitted No-Call Prepayment, due date of such Obligations (or portion thereof prepaid or due) and (B) three percent (3%) of the outstanding principal amount Loans being prepaid (or required to be prepaid) and Commitments being reduced or terminated on such date, in each case if such prepayment, acceleration, termination or reduction shall occur at any time prior to the first anniversary of the Closing Date; (ii) two percent (2%) of the sum of the Loans being prepaid (or repaid at required to be prepaid) and Commitments being reduced or terminated on such time or (ii) date if such prepayment prepayment, acceleration, termination or repayment is not the Permitted No-Call Prepayment, (A) if such prepayment reduction shall occur on or repayment occurs after the first anniversary of the Effective Closing Date and but prior to the second anniversary of the Effective Closing Date, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time ; and (Biii) if such prepayment or repayment occurs on or after the second anniversary of the Effective Date and prior to the third anniversary of the Effective Date, one (1%) percent of the outstanding principal amount of the Loan prepaid or repaid at such time0% thereafter; provided, that if such prepayment occurs on that, so long as no Event of Default then exists or after would result therefrom, the third anniversary of the Effective Date no Borrowers shall not be required to pay an Early Termination Fee shall be due with respect to a portion of the Term Loan not in excess of $2,000,000 that is prepaid by the Borrowers pursuant to Section 2.06(a) to the extent that such prepayment is made within ninety (90) days of the Closing Date and payablein connection with the syndication of the Revolving Credit Facility under terms satisfactory to the Agent. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the early prepayment of the Loans during such timeframe set forth in Loans, early termination of this Section 2.08(b) Agreement or any portion of the Commitments and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof.

Early Termination Fee. If In the Borrower makes event prior to the Permitted No-Call Prepayment or, after the first fourth anniversary of the Third Amendment Effective Date, in whether before or after an Event of Default or acceleration of the event that Obligations, the Borrower prepays Borrowers prepay or repays are otherwise required to prepay all or any part of the Loans pursuant to Section 2.04 or as a result of an acceleration of Term Loan for any reason, the Loan pursuant to Section 8.02, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (c), then the Borrower Borrowers shall pay to the Administrative Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”) in respect of amounts which are prepaid or are or become payable by reason thereof equal to (ia) if such prepayment occurs on or repayment is prior to the Permitted No-Call Prepaymentfirst anniversary of the Third Amendment Effective Date, three four percent (34.0%) of the outstanding principal amount of the Loans prepaid or repaid at such time or amounts so prepaid, (iib) if such prepayment or repayment is not the Permitted No-Call Prepayment, (A) if such prepayment or repayment occurs after the first anniversary of the Third Amendment Effective Date and on or prior to the second anniversary of the Third Amendment Effective Date, three two percent (32.0%) of the outstanding principal amount of the Loans amounts so prepaid or repaid at such time and (BC) if such prepayment or repayment occurs on or after the second anniversary of the Third Amendment Effective Date and on or prior to the third anniversary of the Third Amendment Effective Date, one percent (11.0%) percent of the outstanding principal amount of the Loan prepaid or repaid at such time; providedamounts so prepaid. For greater certainty, that if any such prepayment occurs on or after the third anniversary of the Third Amendment Effective Date Date, no Early Termination Fee or other fee arising solely on account of prepayment of the Term Loan shall be due and payable. All parties to this Agreement agree and acknowledge that (i) the Lenders will have suffered damages on account of the early prepayment of the Loans during such timeframe set forth in this Section 2.08(b) Term Loans, whether before or after an Event of Default or acceleration of the Obligations, and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereofthereof and (ii) the Early Termination Fee constitutes neither a penalty for such prepayment nor unaccrued interest on any Term Loan.

Early Termination Fee. If In the event that the Revolving Loan and Term Loan B are paid in full (other than as a result of payment of Term Loan B at maturity or scheduled reduction of the Term Loan B by way of payments in accordance with the Term Note or the expiration of the Revolving Loan at maturity), or in the event of any intentional non-compliance by either Borrower makes with any provisions of this Agreement which results in a termination of the Permitted No-Call Prepayment orCredit Facility by Lender pursuant to Section 11.2 or 11.4 hereof, after Borrowers will pay to Lender an early termination fee of (a) 3% of the line of credit approved for Borrowers under the Revolving Loan pursuant to Section 2.3(A) hereof plus the outstanding principal balance then outstanding on Term Loan B, if the same occurs during the first anniversary year following the execution of Consolidated Amendment No. 1 to this Loan Agreement, (b) 2% of the Effective Dateline of credit approved for 50 Borrowers under the Revolving Loan pursuant to Section 2.3(A) hereof plus the outstanding principal balance then outstanding on Term Loan B, if the same occurs during the second year following the execution of Consolidated Amendment No. 1 to this Loan Agreement, and (c) 1% of the line of credit approved for Borrowers under the Revolving Loan pursuant to Section 2.3(A) hereof plus the outstanding principal balance then outstanding on Term Loan B, if the same occurs during the third year following the execution of Consolidated Amendment No. 1 to this Loan Agreement, in order to compensate Lender for its reliance expenses and loss of anticipated profits. It is acknowledged that this fee shall be deemed to be liquidated damages for loss of a bargain and not a penalty and the same is acknowledged to be an integral part of the consideration for Lender to execute Consolidated Amendment No. 1 to this Loan Agreement; provided, however, that such fee will not be due and payable in the event that the Borrower prepays or repays Borrowers make the foregoing prepayments exclusively from funds generated from a sale of substantially all or part of the Loans pursuant to assets of the Borrowers or a sale of the controlling interest in the voting securities in the Borrowers." Section 2.04 or as a result of an acceleration 8.1 (O) of the Loan pursuant Agreement is, effective the date hereof, hereby amended and restated to Section 8.02, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (c), then the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”) equal to (i) if such prepayment or repayment is the Permitted No-Call Prepayment, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time or (ii) if such prepayment or repayment is not the Permitted No-Call Prepayment, (A) if such prepayment or repayment occurs after the first anniversary of the Effective Date and prior to the second anniversary of the Effective Date, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time and (B) if such prepayment or repayment occurs on or after the second anniversary of the Effective Date and prior to the third anniversary of the Effective Date, one (1%) percent of the outstanding principal amount of the Loan prepaid or repaid at such time; provided, that if such prepayment occurs on or after the third anniversary of the Effective Date no Early Termination Fee shall be due and payable. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the prepayment of the Loans during such timeframe set forth read in this Section 2.08(b) and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof.its entirety as follows:

Early Termination Fee. If (a) Subject to the Borrower makes the Permitted No-Call Prepayment or, after the first anniversary provisions of the Effective DateSection 2.15(b), in the event that the Borrower prepays Termination Date occurs, on or repays all or part prior to the second anniversary of the Loans pursuant to Section 2.04 or as a result of an acceleration of the Loan pursuant to Section 8.02Restatement Effective Date, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (c), then the Borrower shall pay to the Agent, for the ratable benefit of the Revolving Credit Lenders, a fee (the “Revolving Credit Early Termination Fee”) equal to determined and payable as follows: (i) if such prepayment or repayment is the Permitted No-Call Prepayment, three percent (3%) 0.75% of the outstanding principal amount highest Maximum Revolving Credit Ceiling if the Termination Date occurs on or before January 1, 2006. (ii) 0.50% of the Loans prepaid highest Maximum Revolving Credit Ceiling if the Termination Date occurs after January 1, 2006, but on or repaid at such time before January 1, 2007. (b) No Revolving Credit Early Termination Fee shall be payable (i) after January 1, 2007 or (ii) if such prepayment the Termination Date occurs as a result of funds borrowed from FRGI or repayment is not the Permitted No-Call Prepayment, any of its Affiliates. (Ac) if such prepayment or repayment occurs after the first anniversary of the Effective Date and prior to the second anniversary of the Effective Date, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time and (B) if such prepayment or repayment occurs on or after the second anniversary of the Effective Date and prior to the third anniversary of the Effective Date, one (1%) percent of the outstanding principal amount of the Loan prepaid or repaid at such time; provided, that if such prepayment occurs on or after the third anniversary of the Effective Date no The Revolving Credit Early Termination Fee shall be due and payable. All parties allocated to this Agreement agree and acknowledge the Revolving Credit Lenders pro rata based upon their Revolving Credit Dollar Commitment. (d) The Borrower shall have no right to reduce the Maximum Revolving Credit Ceiling, provided, however, that in connection with the Lenders will have suffered damages on account sale or issuance of the prepayment any of the Loans during such timeframe set forth in this Section 2.08(b) and thatits equity interests to any Person, in view of terms satisfactory to the difficulty in ascertaining the amount of such damagesAgent, the Early Termination Fee constitutes reasonable compensation Borrower shall, with at least three (3) Business Days prior written notice to the Agent, have the right to reduce the Maximum Revolving Credit Ceiling by $5,000,000 or an integral multiple thereof, provided, however, that no such reduction in the Maximum Revolving Credit Ceiling shall be greater than $75,000,000 in the aggregate and liquidated damages to compensate that no reduction in the Lenders on account thereofMaximum Revolving Credit Ceiling may be reinstated.

Early Termination Fee. If the Borrower makes Borrowers shall voluntarily repay in full and terminate the Permitted No-Call Prepayment orRevolving Facility and all Revolving Commitments, after the first anniversary of the Effective Date, in the event that the Borrower prepays or repays all or part of the Loans pursuant to Section 2.04 or as a result of an acceleration of the Loan pursuant to Section 8.02, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (c), then the Borrower it shall pay to the Agent, for the ratable benefit of the Lenders, a an early termination fee (the “Early Termination Fee”) equal to (ix) (a) if such prepayment voluntary repayment and termination occurs after the Closing Date but on or repayment is prior to the Permitted No-Call Prepayment, three percent (3%) first anniversary of the outstanding principal amount Closing Date, 2% of the Loans prepaid or repaid at such time or Maximum Revolver Amount, (iib) if such prepayment or voluntary repayment is not the Permitted No-Call Prepayment, (A) if such prepayment or repayment and termination occurs after the first anniversary of the Effective Closing Date and but on or prior to the second anniversary of the Effective Closing Date, three percent (3%) 1% of the outstanding principal amount of the Loans prepaid or repaid at such time Maximum Revolver Amount and (Bc) if such prepayment or voluntary repayment and termination occurs on or after the second anniversary of the Effective Date and prior Closing Date, 0% of the Maximum Revolver Amount. Notwithstanding anything herein to the third anniversary contrary, if the Parent or any of its Affiliates elects to increase the Revolving Commitments pursuant to Section 2.19 (and all conditions thereof would have been satisfied) and the Lenders elect not to participate in such Revolving Facility Increase, the Parent may then elect to repay in full and terminate the Revolving Facility and all Revolving Commitments, and provided that the new loan facility replacing the Revolving Facility has a commitment of at least 110% of the Effective DateMaximum Revolver Amount and is on the same or better terms than the Revolving Facility (as reasonably determined by the Administrative Agent), one (1%) percent then and only in such event, the Borrowers shall pay 50% of the outstanding principal amount of the Loan prepaid or repaid at such time; provided, that if such prepayment occurs on or after the third anniversary of the Effective Date no then applicable Early Termination Fee (if any). For the avoidance of doubt, it is understood and agreed that Loans which are prepaid without a permanent reduction in the Revolving Commitment shall not be due and payable. All parties subject to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the any prepayment of the Loans during such timeframe set forth in this Section 2.08(b) and that, in view of the difficulty in ascertaining the amount of such damages, premium (including the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereofFee).

Early Termination Fee. If the Borrower makes the Permitted No-Call Prepayment or, after the first anniversary of the Effective Date, in In the event that the Borrower prepays or repays all or part of the Loans pursuant to Section 2.04 or as a result of an acceleration of the Loan pursuant to Section 8.02, (unless such prepayment or repayment is required to be made (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b), 2.04(c), 2.04(d) or (c2.06(a)) or as a result of an acceleration of the Loans pursuant to Section 8.02, then the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”) equal to (i) if such prepayment or repayment is the Permitted No-Call Prepayment, three percent (3%) of the outstanding principal amount of the Loans prepaid occurs on or repaid at such time or (ii) if such prepayment or repayment is not the Permitted No-Call Prepayment, (A) if such prepayment or repayment occurs after the first anniversary of the First Amendment Effective Date and prior to the second twelfth (12th) month anniversary of the First Amendment Effective Date, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time and time, (Bii) if such prepayment or repayment occurs on or after the second twelfth (12th) month anniversary of the First Amendment Effective Date and prior to the third twenty-fourth (24th) month anniversary of the First Amendment Effective Date, one two percent (12%) percent of the outstanding principal amount of the Loan Loans prepaid or repaid at such time or (iii) if such prepayment or repayment occurs on or after the twenty-fourth (24th) month anniversary of the First Amendment Effective Date and prior to the thirty-sixth (36th) month anniversary of the First Amendment Effective Date, one percent (1%) of the outstanding principal amount of the Loans prepaid or repaid at such time; provided, that if such prepayment occurs on or after the third thirty-sixth (36th) month anniversary of the First Amendment Effective Date Date, no Early Termination Fee shall be due and payable. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the prepayment of the Loans during such timeframe set forth in this Section 2.08(b) and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof.

Early Termination Fee. If (a) Subject to the Borrower makes the Permitted No-Call Prepayment or, after the first anniversary provisions of the Effective DateSection 2.15(b), in the event that the Borrower prepays Termination Date occurs, on or repays all or part prior to the second anniversary of the Loans pursuant to Section 2.04 or as a result of an acceleration of Restatement Effective Date, the Loan pursuant to Section 8.02, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (c), then the Borrower Borrowers shall pay to the Agent, for the ratable benefit of the Revolving Credit Lenders, a fee (the “Revolving Credit Early Termination Fee”) equal to determined and payable as follows: (i) if such prepayment or repayment is the Permitted No-Call Prepayment, three percent (3%) 0.75% of the outstanding principal amount highest Maximum Revolving Credit Ceiling if the Termination Date occurs on or before January 1, 2008. (ii) 0.50% of the Loans prepaid highest Maximum Revolving Credit Ceiling if the Termination Date occurs after January 1, 2008, but on or repaid at such time before January 1, 2009. (b) No Revolving Credit Early Termination Fee shall be payable (i) after January 1, 2009 or (ii) if such prepayment the Termination Date occurs as a result of funds borrowed from Bank of America or repayment is not the Permitted No-Call Prepayment, any of its Affiliates. (Ac) if such prepayment or repayment occurs after the first anniversary of the Effective Date and prior to the second anniversary of the Effective Date, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time and (B) if such prepayment or repayment occurs on or after the second anniversary of the Effective Date and prior to the third anniversary of the Effective Date, one (1%) percent of the outstanding principal amount of the Loan prepaid or repaid at such time; provided, that if such prepayment occurs on or after the third anniversary of the Effective Date no The Revolving Credit Early Termination Fee shall be due and payable. All parties allocated to this Agreement agree and acknowledge the Revolving Credit Lenders pro rata based upon their Revolving Credit Dollar Commitment. (d) The Borrowers shall have no right to reduce the Maximum Revolving Credit Ceiling, provided, however, that in connection with the Lenders will have suffered damages on account sale or issuance of the prepayment any of the Loans during such timeframe set forth in this Section 2.08(b) and thatits equity interests to any Person, in view of terms satisfactory to the difficulty in ascertaining the amount of such damagesAgent, the Early Termination Fee constitutes reasonable compensation Borrowers shall, with at least three (3) Business Days prior written notice to the Agent, have the right to reduce the Maximum Revolving Credit Ceiling by $5,000,000 or an integral multiple thereof, provided, however, that no such reduction in the Maximum Revolving Credit Ceiling shall be greater than $75,000,000 in the aggregate and liquidated damages to compensate that no reduction in the Lenders on account thereofMaximum Revolving Credit Ceiling may be reinstated.

Early Termination Fee. If In the Borrower makes event prior to the Permitted No-Call Prepayment or, after the first third anniversary of the Second Amendment Effective Date, in uponUpon the event that the Borrower prepays or repays all or part of the Loans pursuant to Section 2.04 or as a result occurrence of an acceleration of Applicable Premium Trigger Event, the Loan pursuant to Section 8.02, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (c), then the Borrower Borrowers shall pay to the Administrative Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”) equal to (i) if such prepayment or repayment is the Permitted No-Call Prepayment, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time or (ii) if such prepayment or repayment is not the Permitted No-Call Prepayment, (A) if such prepayment or repayment occurs after the first anniversary of the Effective Date and prior to the second anniversary of the Effective Date, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time and (B) if such prepayment or repayment occurs on or after the second anniversary of the Effective Date and prior to the third anniversary of the Effective Date, one (1%) percent of the outstanding principal amount of the Loan prepaid or repaid at such time; provided, that if such prepayment occurs on or after the third anniversary of the Effective Date no Early Termination Fee shall be due and payablepayable in respect of any prepayment of Second Amendment Tranche B U.S. Term Loan that is prepaid (or in the case of an Applicable Premium Trigger Event occurring under clauses (ii), (iii) or (iv) of the definition thereof, deemed to be prepaid) after December 15, 2015. All parties Notwithstanding anything to the contrary in this Agreement agree or any other Loan Document, it is understood and acknowledge agreed that if the Lenders will have suffered damages on account Obligations are accelerated as a result of the prepayment occurrence and continuance of the Loans during such timeframe set forth in this Section 2.08(b) and that, in view any Event of the difficulty in ascertaining the amount Default (including by operation of such damageslaw or otherwise), the Early Termination Fee, if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Early Termination Fee constitutes reasonable compensation and payable in accordance with this Section 3.2.1 shall be presumed to be equal to the liquidated damages to compensate sustained by the Lenders on account thereofas the result of the occurrence of the Applicable Premium Trigger Event, and the Loan Parties agree that it is reasonable under the circumstances currently existing. The Early Termination Fee, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING EARLY TERMINATION FEE IN CONNECTION WITH ANY SUCH ACCELERATION. The Loan Parties expressly agree that (A) the Early Termination Fee is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (B) the Early Termination Fee shall be payable notwithstanding the then prevailing market rates at the time payment is made, (C) there has been a course of conduct between Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Early Termination Fee, (D) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 3.2.1, (E) their agreement to pay the Early Termination Fee is a material inducement to the Lenders to make the Term Loans, and (F) the Early Termination Fee represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Event.

Early Termination Fee. If the Borrower makes the Permitted No-Call Prepayment or, after the first anniversary of the Effective Date, in In the event that the Borrower prepays or repays all or part of the Loans pursuant to Section 2.04 or as a result of an acceleration of the Loan pursuant to Section 8.02, (unless such prepayment or repayment is the Permitted Par Prepayment or required to be made (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b), 2.04(c), 2.04(d) or (c2.06(a)) or as a result of an acceleration of the Loans pursuant to Section 8.02, then the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”) equal to (i) if such prepayment or repayment is occurs on or after the Permitted No-expiration of the No Call PrepaymentPeriod and prior to the eighteenth (18th) month anniversary of the Effective Date, three six percent (36%) of the outstanding principal amount of the Loans prepaid or repaid at such time or time, (ii) if such prepayment or repayment is not the Permitted No-Call Prepayment, (A) if such prepayment occurs on or repayment occurs after the first eighteenth (18th) month anniversary of the Effective Date and prior to the second thirtieth (30th) month anniversary of the Effective Date, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time and (Biii) if such prepayment or repayment occurs on or after the second thirtieth (30th) month anniversary of the Effective Date and prior to the third forty-second (42nd) month anniversary of the Effective Date, one percent (1%) percent of the outstanding principal amount of the Loan Loans prepaid or repaid at such time; provided, that if such prepayment occurs on or after the third forty-second (42nd) month anniversary of the Effective Date Date, no Early Termination Fee shall be due and payable. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the prepayment of the Loans during such timeframe set forth in this Section 2.08(b) and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof.

Early Termination Fee. If the Borrower makes the Permitted No-Call Prepayment or, after the first anniversary of the Effective Date, in the event that the Borrower prepays or repays all or part of the Loans pursuant to Section 2.04 or as a result of an acceleration of the Loan pursuant to Section 8.02, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (cEarly Termination Fee), then the Borrower shall pay have the right to reduce permanently (each a "Revolving Credit Optional Reduction" and collectively the "Revolving Credit Optional Reductions") the Total Revolving Credit Committed Amount in effect from time to time in the amount of any integral multiple of Five Hundred Thousand Dollars ($500,000), upon at least five (5) Business Days prior written notice to the AgentAgent specifying the date and amount of such Revolving Credit Optional Reduction; provided, for that no Revolving Credit Optional Reduction shall be permitted if, after giving effect thereto and to any Revolving Loan Optional Prepayment made on the ratable benefit effective date thereof, the then outstanding principal amount of the LendersRevolving Loan and Outstanding Letter of Credit Obligations exceeds the Total Revolving Credit Committed Amount as so reduced. Such notice shall be irrevocable as to the amount and date of such Revolving Credit Optional Reduction. After each such Revolving Credit Optional Reduction, a fee the Revolving Credit Unused Line Fee provided for in Section (J) REVOLVING CREDIT UNUSED LINE FEE. (Revolving Credit Unused Line Fees) and the “Early Termination Fee”, if any, provided for in Section (K) equal EARLY TERMINATION FEE. (Early Termination Fee) shall be calculated with respect to the Revolving Credit Committed Amount as so reduced. Any Revolving Credit Optional Reduction shall be made to each Lender's Revolving Credit Commitment in accordance with its Pro Rata Share of such Revolving Credit Optional Reduction. (i) if M)REQUIRED AVAILABILITY UNDER THE REVOLVING CREDIT FACILITY. On an average monthly basis, tested of the last day of each calendar month, commencing with the first such prepayment or repayment is date following the Permitted No-Call PrepaymentClosing Date, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time Revolving Loan shall not exceed an amount equal to (i) the lesser of the Borrowing Base, or (ii) if such prepayment or repayment is not the Permitted No-Call PrepaymentTotal Revolving Credit Committed Amount, MINUS $10,000,000 (A) if such prepayment or repayment occurs after the first anniversary of the Effective Date and prior "Required Availability"). The Borrower shall make a Revolving Loan Mandatory Prepayment pursuant to the second anniversary provisions of the Effective Date, three percent Section (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time and (B) if such prepayment or repayment occurs on or after the second anniversary of the Effective Date and prior to the third anniversary of the Effective Date, one (1%) percent of the outstanding principal amount of the Loan prepaid or repaid at such time; provided, that if such prepayment occurs on or after the third anniversary of the Effective Date no Early Termination Fee shall be due and payable. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the prepayment of the Loans during such timeframe set forth in this Section 2.08(b) and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof.F)

Early Termination Fee. If the Borrower makes Borrowers shall voluntarily repay in full and terminate the Permitted No-Call Prepayment orRevolving Facility and all Revolving Commitments, after the first anniversary of the Effective Date, in the event that the Borrower prepays or repays all or part of the Loans pursuant to Section 2.04 or as a result of an acceleration of the Loan pursuant to Section 8.02, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (c), then the Borrower it shall pay to the Agent, for the ratable benefit of the Lenders, a an early termination fee (the “Early Termination Fee”) equal to (ix) (a) if such prepayment voluntary repayment and termination occurs after the Closing Date but on or repayment is prior to the Permitted No-Call Prepayment, three percent (3%) first anniversary of the outstanding principal amount Closing Date, 22.0% of the Loans prepaid or repaid at such time or Maximum Revolver Amount, (iib) if such prepayment or voluntary repayment is not the Permitted No-Call Prepayment, (A) if such prepayment or repayment and termination occurs after the first anniversary of the Effective Closing Date and but on or prior to the second anniversary of the Effective Closing Date, three percent (3%) 11.0% of the outstanding principal amount of the Loans prepaid or repaid at such time Maximum Revolver Amount and (Bc) if such prepayment or voluntary repayment and termination occurs on or after the second anniversary of the Effective Date and prior Closing Date, 00.0% of the Maximum Revolver Amount. Notwithstanding anything herein to the third anniversary contrary, if the Parent or any of its Affiliates elects to increase the Revolving Commitments pursuant to Section 2.19 (and all conditions thereof would have been satisfied) and the Lenders elect not to participate in such Revolving Facility Increase, the Parent may then elect to repay in full and terminate the Revolving Facility and all Revolving Commitments, and provided that the new loan facility replacing the Revolving Facility has a commitment of at least 110% of the Effective DateMaximum Revolver Amount and is on the same or better terms than the Revolving Facility (as reasonably determined by the Administrative Agent), one (1%) percent then and only in such event, the Borrowers shall pay 5050.0% of the outstanding principal amount of the Loan prepaid or repaid at such time; provided, that if such prepayment occurs on or after the third anniversary of the Effective Date no then applicable Early Termination Fee (if any). For the avoidance of doubt, it is understood and agreed that Loans which are prepaid without a permanent reduction in the Revolving Commitment shall not be due and payable. All parties subject to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the any prepayment of the Loans during such timeframe set forth in this Section 2.08(b) and that, in view of the difficulty in ascertaining the amount of such damages, premium (including the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereofFee).

Early Termination Fee. If the Borrower makes the Permitted No-Call Prepayment or, after the first anniversary of the Effective Date, in In the event that the Borrower prepays or repays all or part of the Loans pursuant to Section 2.04 (unless such prepayment or repayment is made pursuant to Section 2.04(b), 2.04(c), 2.04(d) (in each case, regardless of whether any prepayment or repayment is required to be made pursuant to Section 2.04 of the BoA Credit Agreement (as in effect on the Third Amendment Effective Date) at such time from the applicable proceeds) or 2.06(a)) or as a result of an acceleration of the Loan Loans pursuant to Section 8.02, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (c), then the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”) equal to (i) if such prepayment or repayment is the Permitted No-Call Prepayment, three percent (3%) of the outstanding principal amount of the Loans prepaid occurs on or repaid at such time or (ii) if such prepayment or repayment is not the Permitted No-Call Prepayment, (A) if such prepayment or repayment occurs after the first anniversary of the Third Amendment Effective Date and prior to the second twelfth (12th) month anniversary of the Third Amendment Effective Date, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time and time, (Bii) if such prepayment or repayment occurs on or after the second twelfth (12th) month anniversary of the Third Amendment Effective Date and prior to the third twenty-fourth (24th) month anniversary of the Third Amendment Effective Date, one two percent (12%) percent of the outstanding principal amount of the Loan Loans prepaid or repaid at such time or (iii) if such prepayment or repayment occurs on or after the twenty-fourth (24th) month anniversary of the Third Amendment Effective Date and prior to the thirty-sixth (36th) month anniversary of the Third Amendment Effective Date, one percent (1%) of the outstanding principal amount of the Loans prepaid or repaid at such time; provided, that if such prepayment or repayment occurs on or after the third thirty-sixth (36th) month anniversary of the Third Amendment Effective Date, no Early Termination Fee shall be due and payable; provided further, that if such prepayment or repayment is made in connection with or immediately following a Change of Control or Transformative Acquisition, the Early Termination Fee shall instead be (i) if such prepayment or repayment occurs on or after the Third Amendment Effective Date and prior to the twelfth (12th) month anniversary of the Third Amendment Effective Date, two percent (2%) of the outstanding principal amount of the Loans prepaid or repaid at such time, (ii) if such prepayment or repayment occurs on or after the twelfth (12th) month anniversary of the Third Amendment Effective Date and prior to the twenty-fourth (24th) month anniversary of the Third Amendment Effective Date, one percent (1%) of the outstanding principal amount of the Loans prepaid or repaid at such time or (iii) if such prepayment or repayment occurs on or after the twenty-fourth (24th) month anniversary of the Third Amendment Effective Date, no Early Termination Fee shall be due and payable. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the prepayment of the Loans during such timeframe set forth in this Section 2.08(b) and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof.”

Early Termination Fee. If In the Borrower makes the Permitted No-Call Prepayment or, after the first anniversary event of any early termination of the Effective Date, in the event that the Borrower prepays or repays all or part of the Loans Loan facilities hereunder pursuant to Section 2.04 1.8 or as a result of an upon the acceleration of the Loan Obligations pursuant to the provisions of Section 7.2, in addition to the payment of the subject principal amount and the other amounts required pursuant to Section 8.021.8 or Section 7.2, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (c), then the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, a Lender an early termination fee (the “Early Termination Fee”) equal to of (i) 2.0% of the Maximum Revolving Facility Amount, if such prepayment termination occurs on or repayment is before the Permitted No-Call Prepayment, three percent (3%) first anniversary of the outstanding principal amount of the Loans prepaid or repaid at such time or Closing Date, (ii) 1.0% of the Maximum Revolving Facility Amount, if such prepayment or repayment is not the Permitted No-Call Prepayment, (A) if such prepayment or repayment termination occurs after the first anniversary of the Effective Date and prior to Closing Date, but on or before the second anniversary of the Effective Closing Date, three percent or (3%iii) 0.0% of the outstanding principal amount of the Loans prepaid or repaid at such time and (B) Maximum Revolving Facility Amount, if such prepayment or repayment termination occurs on or after the second anniversary of the Effective Date Closing Date. For the avoidance of doubt, for purposes of calculating the Early Termination Fee, the amount of the Maximum Revolving Facility Amount shall be determined without giving effect to any Availability Block, Reserves, or any other reduction in the Maximum Revolving Facility Amount. Provide Lender with each of the documents set forth below at the following times in form satisfactory to Lender: Twice per month, on the 5th Business Day after the 15th of each month and last day of each month (as of the 15th day of such month and the prior month end, respectively) (a) a completed and signed Borrowing Base certificate in the form provided to Borrower by Lender prior to the third anniversary date hereof, (b) a roll-forward with supporting details with respect to Borrower’s Accounts (delivered electronically in an acceptable format). (c) notice of all claims, offsets, or disputes asserted by Account Debtors with respect to Borrower’s Accounts, (d) a detailed aging, by total, of Borrower’s Accounts, together with a reconciliation and supporting documentation for any reconciling items noted, Monthly, no later than 5th Business Day after the 15th day of each month (as of such 15th day) (e) a summary aging, by vendor, of each Loan Party Obligor’s accounts payable and any book overdraft and an aging, by vendor, of any held checks (delivered electronically in an acceptable format), (f) a monthly Account roll-forward with respect to Borrower’s Accounts, in a format reasonably acceptable to Lender, tied to the beginning and ending Account balances of Borrower’s general ledger (delivered electronically in an acceptable format), Quarterly, no later than the 5th Business Day after each quarter end (as of such quarter end) (g) a report regarding each Loan Party Obligor’s accrued, but unpaid, ad valorem taxes, Annually, on the 15th day of each January (as of the Effective Dateprior Fiscal Year end) (h) a detailed list of each Loan Party Obligor’s customers, one with address and contact information, (1%i) percent a detailed list of each Loan Party Obligor’s vendors, with address and contact information, (j) an updated Disclosure Schedule, true and correct in all material respects as of the outstanding principal amount date of the Loan prepaid delivery, accompanied by a certificate executed by an officer of Borrower in a form reasonably acceptable to Lender (it being understood and agreed that no such update shall serve to cure any existing Event of Default, including any Event of Default resulting from any failure to provide any such disclosure to Lender on an earlier date or repaid at such time; providedany breach of any earlier made representation and/or warranty), that if such prepayment occurs on or after the third anniversary of the Effective Date no Early Termination Fee shall be due and payable. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the prepayment of the Loans during such timeframe set forth in this Section 2.08(b) and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof.and

Early Termination Fee. If In the Borrower makes event that the Permitted No-Call Prepayment orTermination Date occurs, after for any reason, prior to the first anniversary of the Effective Maturity Date, or in the event that the Borrower prepays or repays all or part of Borrowers reduce (but do not terminate) the Loans pursuant Aggregate Revolving Commitments prior to Section 2.04 or as a result of an acceleration of the Loan pursuant to Section 8.02Maturity Date, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (c), then the Borrower Borrowers shall pay to the Agent, for the ratable benefit account of the Lenderseach Revolving Lender in accordance with its Applicable Percentage, a fee (the “Early Termination Fee”) in respect of amounts which are or become payable by reason thereof equal to the following: (i) if such prepayment or repayment is the Permitted No-Call Prepayment, three percent (3%) of the outstanding principal Revolving Credit Commitments then in effect (without regard to any termination thereof) or of the amount of any reduction in the Loans prepaid Aggregate Revolving Commitments, as applicable, if the Termination Date or repaid reduction shall occur at such any time on or before the first anniversary of the First Amendment Effective Date; (ii) two percent (2%) of the Revolving Credit Commitments then in effect (without regard to any termination thereof) or of the amount of any reduction in the Aggregate Revolving Commitments, as applicable, if such prepayment the Termination Date or repayment is not the Permitted No-Call Prepayment, (A) if such prepayment or repayment occurs reduction shall occur at any time after the first anniversary of the First Amendment Effective Date and on or prior to the second anniversary of the First Amendment Effective Date, three ; (iii) one percent (31%) of the outstanding principal Revolving Credit Commitments then in effect (without regard to any termination thereof) or of the amount of any reduction in the Loans prepaid Aggregate Revolving Commitments, as applicable, if the Termination Date or repaid reduction shall occur at such any time and (B) if such prepayment or repayment occurs on or after the second anniversary of the First Amendment Effective Date and on or prior to the third anniversary of the First Amendment Effective Date, one Date and (1iii) zero percent (0%) percent of the outstanding principal Revolving Credit Commitments then in effect (without regard to any termination thereof) or of the amount of any reduction in the Loan prepaid Aggregate Revolving Commitments, as applicable, if the Termination Date or repaid reduction shall occur at such time; provided, that if such prepayment occurs on or any time after the third anniversary of the Effective Date no Early Termination Fee shall be due and payableClosing Date. All parties to this Agreement agree and acknowledge that the Revolving Lenders will have suffered damages on account of the prepayment early termination of this Agreement or any portion of the Loans during such timeframe set forth in this Section 2.08(b) Revolving Credit Commitments and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Revolving Lenders on account thereof.” (p) Section 2.09 (Fees) of the Credit Agreement is hereby amended by deleting clause (c) as it appears therein and inserting in lieu thereof the following:

Early Termination Fee. If (i) In the Borrower makes event that, at any time on or prior to the Permitted No-Call Prepayment or, after the first third anniversary of the Effective Closing Date, either the Borrowers prepay or repay (whether voluntarily or mandatorily), or are required to prepay or repay, the Term Loan in the event that the Borrower prepays whole or repays all or part of the Loans pursuant to Section 2.04 or in part, as a result of an acceleration of the Loan pursuant to Obligations after the occurrence of an Event of Default, as a result of an occurrence of a Prepayment Event set forth in Section 8.021.6(b), unless a mandatory prepayment required by Section 1.6(c), as a result of the occurrence of a Change in Control, or as a result of any refinancing of the Obligations (such prepayment or repayment is required (and not otherwise waived by prepayment, or commitment reduction or termination, as the Required Lenders) pursuant to Section 2.04(b) or (ccase may be, an “Early Termination Fee Event”), then then, on the Borrower date of such Early Termination Fee Event, the Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, a an early termination fee (the “Early Termination Fee”) to the Term Agent, for the ratable benefit of the applicable Term Lenders, in an amount equal to (iA) if such prepayment at any time on or repayment is prior to the Permitted No-Call Prepayment, three percent (3%) first anniversary of the outstanding principal amount of Closing Date, the Loans prepaid or repaid at such time or (ii) if such prepayment or repayment is not the Permitted NoMake-Call PrepaymentWhole Amount, (AB) if such prepayment or repayment occurs at any time after the first anniversary of the Effective Closing Date and but on or prior to the second anniversary of the Effective Closing Date, three two percent (32.00%) of the outstanding principal amount of the Loans Term Loan so prepaid or repaid or required to be prepaid or repaid, as the case may be, or (C) at such any time and (B) if such prepayment or repayment occurs on or after the second anniversary of the Effective Closing Date and but on or prior to the third anniversary of the Effective Closing Date, one percent (11.00%) percent of the outstanding principal amount of the Term Loan so prepaid or repaid at such time; providedor required to be prepaid or repaid, that if such prepayment occurs on or after as the third anniversary of the Effective Date no Early Termination Fee shall be due and payable. case may be. (ii) All parties to this Agreement agree and acknowledge that the Term Lenders will have suffered damages on account of the prepayment of the Loans during such timeframe set forth in this Section 2.08(b) Early Termination Fee Event and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Term Lenders on account thereof. The Early Termination Fee shall be earned and due and payable upon the earlier of the date any prepayment or repayment is made or is required to be made, or the date of such commitment reduction or termination, as the case may be. Anything to the contrary contained herein notwithstanding, with respect to Events of Loss and Dispositions (A) for the purposes of calculating the amount of the Early Termination Fee that is due and payable in connection therewith, the Term Loan shall be deemed to have been repaid on the date of the Prepayment Event, and (B) the Early Termination Fee shall be earned in full on the date of the Prepayment Event and due and payable when the Term Loan is repaid with the proceeds of such Event of Loss or Disposition. (iii) Without limiting the generality of the foregoing, it is understood and agreed that if the Term Loan and the related Obligations are accelerated for any reason, including because of default or the commencement of any Insolvency Proceeding or by operation of law or otherwise, the Early Termination Fee, if any, determined as of the date of acceleration will be due and payable as though the Term Loan was voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Term Lender’s lost profits as a result thereof. The Borrowers agree that payment of any Early Termination Fee due hereunder is reasonable under the circumstances currently existing. The Early Termination Fee, if any, shall also be payable in the event the Obligations (and/or the Term Loan Agreement or the Term Notes evidencing the Obligations) are satisfied or released by disposition of Collateral, foreclosure (whether by power of judicial proceeding or otherwise), agreement or deed in lieu of foreclosure or by any other means. TO THE FULLEST EXTENT PERMITTED BY LAW, THE BORROWERS EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING EARLY TERMINATION FEE IN CONNECTION WITH ANY SUCH ACCELERATION INCLUDING IN CONNECTION WITH ANY VOLUNTARY OR INVOLUNTARY ACCELERATION OF THE TERM LOAN AND THE RELATED OBLIGATIONS PURSUANT TO ANY INSOLVENCY PROCEEDING OR PURSUANT TO A PLAN OF REORGANIZATION. The Borrowers expressly agree that: (A) the Early Termination Fee is reasonable and is the product of an arm’s-length transaction between sophisticated business people, ably represented by counsel; (B) the Early Termination Fee shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between Term Lenders and the Borrowers giving specific consideration in this transaction for such agreement to pay the Early Termination Fee; and (D) the Borrowers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Borrowers expressly acknowledge that their agreement to pay the Early Termination Fee to the Term Lenders as herein described is a material inducement to the Term Lenders to make the Term Loan.

Early Termination Fee. If the Borrower makes Total Commitment is terminated prior to February 26, 2001, the Permitted No-Call Prepayment orBorrowers shall jointly and severally pay to the Agent for the Pro Rata Share of the Lenders, on the date of such termination, the Early Termination Fee, provided, that the Early Termination Fee shall not be payable if (i) the Loans are prepaid from the proceeds generated by the public sale of Capital Stock of the Company or any of its Subsidiaries, or (ii) the Loans are prepaid in connection with a transaction resulting in a Change in Control caused by the sale of the Capital Stock of the Company or any of the Borrowers, or (iii) the Loans are prepaid after the first anniversary occurrence of each of the following events: (A) the Company or any of its Subsidiaries establishes or acquires a Subsidiary not existing on the Effective Date, which Subsidiary is not a Subsidiary of ECI and requires working capital financing in an amount in excess of $5,000,000 (the event that the Borrower prepays or repays all or part of the Loans pursuant to Section 2.04 or as a result of an acceleration of the Loan pursuant to Section 8.02, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (c"Subsidiary Financing"), then the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”) equal to (i) if such prepayment or repayment is the Permitted No-Call Prepayment, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time or (ii) if such prepayment or repayment is not the Permitted No-Call Prepayment, (A) if such prepayment or repayment occurs after the first anniversary of the Effective Date and prior to the second anniversary of the Effective Date, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time and (B) if such prepayment or repayment occurs on or after the second anniversary Company provides the Lenders with a good faith right of first offer to provide the Subsidiary Financing, and (C) (1) the Lenders fail to deliver a financing proposal to the Company within twenty (20) Business Days of the Effective Date and prior receipt by the Lenders of all information necessary or reasonably requested to make a financing proposal for the Subsidiary Financing or (2) the Lenders deliver a financing proposal to the third anniversary of Company to provide the Effective Date, one (1%) percent of Subsidiary Financing and the outstanding principal amount of Company rejects such financing proposal from the Loan prepaid Lenders and accepts a financing proposal from another lender or repaid at such time; provided, that if such prepayment occurs on or after lenders to both refinance the third anniversary of the Effective Date no Early Termination Fee shall be due and payable. All parties financing provided pursuant to this Agreement agree and acknowledge the Loan Documents and to provide the Subsidiary Financing (a "Third-Party Financing Proposal"), which Third-Party Financing Proposal contains in each such case, economic terms (including, without limitation interest rates, fees, factoring commissions, commitment amounts and maturities) that are in all material respects more favorable to the Company and its Subsidiaries than the economic terms contained in this Agreement and the Loan Documents and the economic terms offered by the Lenders will have suffered damages on account of the prepayment of the Loans during in their financing proposal for such timeframe set forth in this Section 2.08(b) and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereofSubsidiary Financing.

Early Termination Fee. If (a) Subject to the Borrower makes the Permitted No-Call Prepayment or, after the first anniversary provisions of the Effective DateSection 2.15(b), in the event that the Borrower prepays Termination Date occurs, on or repays all or part prior to the second anniversary of the Loans pursuant to Section 2.04 or as a result of an acceleration of the Loan pursuant to Section 8.02Restatement Effective Date, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (c), then the Borrower shall pay to the Agent, for the ratable benefit of the Revolving Credit Lenders, a fee (the “Revolving Credit Early Termination Fee”) equal to determined and payable as follows: (i) if such prepayment or repayment is the Permitted No-Call Prepayment, three percent (3%) 0.75% of the outstanding principal amount highest Maximum Revolving Credit Ceiling if the Termination Date occurs on or before January 1, 2007. (ii) 0.50% of the Loans prepaid highest Maximum Revolving Credit Ceiling if the Termination Date occurs after January 1, 2007, but on or repaid at such time before January 1, 2008. (b) No Revolving Credit Early Termination Fee shall be payable (i) after January 1, 2008 or (ii) if such prepayment the Termination Date occurs as a result of funds borrowed from Bank of America or repayment is not the Permitted No-Call Prepayment, any of its Affiliates. (Ac) if such prepayment or repayment occurs after the first anniversary of the Effective Date and prior to the second anniversary of the Effective Date, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time and (B) if such prepayment or repayment occurs on or after the second anniversary of the Effective Date and prior to the third anniversary of the Effective Date, one (1%) percent of the outstanding principal amount of the Loan prepaid or repaid at such time; provided, that if such prepayment occurs on or after the third anniversary of the Effective Date no The Revolving Credit Early Termination Fee shall be due and payable. All parties allocated to this Agreement agree and acknowledge the Revolving Credit Lenders pro rata based upon their Revolving Credit Dollar Commitment. (d) The Borrower shall have no right to reduce the Maximum Revolving Credit Ceiling, provided, however, that in connection with the Lenders will have suffered damages on account sale or issuance of the prepayment any of the Loans during such timeframe set forth in this Section 2.08(b) and thatits equity interests to any Person, in view of terms satisfactory to the difficulty in ascertaining the amount of such damagesAgent, the Early Termination Fee constitutes reasonable compensation Borrower shall, with at least three (3) Business Days prior written notice to the Agent, have the right to reduce the Maximum Revolving Credit Ceiling by $5,000,000 or an integral multiple thereof, provided, however, that no such reduction in the Maximum Revolving Credit Ceiling shall be greater than $75,000,000 in the aggregate and liquidated damages to compensate that no reduction in the Lenders on account thereofMaximum Revolving Credit Ceiling may be reinstated.

Early Termination Fee. If In the Borrower makes event that the Permitted No-Call Prepayment orFacility Termination Date occurs, after for any reason, prior to the first anniversary of the Effective Maturity Date, or in the event that the Borrower prepays or repays all or part of reduces (but does not terminate) the Loans pursuant Aggregate Revolving Commitments prior to Section 2.04 or as a result of an acceleration of the Loan pursuant to Section 8.02Maturity Date, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (c), then the Borrower shall pay to the Administrative Agent, for the ratable benefit account of the Lenderseach Lender in accordance with its Applicable Percentage, a fee (the “Early Termination Fee”) in respect of amounts which are or become payable by reason thereof equal to the following: (i) if such prepayment or repayment is the Permitted No-Call Prepayment, three percent (3%) of the outstanding principal Aggregate Revolving Commitments then in effect (without regard to any termination thereof), or of the amount of any reduction in the Loans prepaid Aggregate Revolving Commitments, as applicable, if the Facility Termination Date or repaid reduction, respectively, shall occur at such any time on or before the first anniversary of the Closing Date; (ii) two percent (2%) of the Aggregate Revolving Commitments then in effect (without regard to any termination thereof), or of the amount of any reduction in the Aggregate Revolving Commitments, as applicable, if such prepayment the Facility Termination Date or repayment is not the Permitted No-Call Prepaymentreduction, (A) if such prepayment or repayment occurs respectively, shall occur at any time after the first anniversary of the Effective Closing Date and but on or prior to the second anniversary of the Effective Closing Date, three ; and (iii) zero percent (30%) of the outstanding principal Aggregate Revolving Commitments then in effect (without regard to any termination thereof), or of the amount of any reduction in the Loans prepaid Aggregate Revolving Commitments, as applicable, if the Facility Termination Date or repaid reduction, respectively, shall occur at such any time and (B) if such prepayment or repayment occurs on or after the second anniversary of the Effective Closing Date; provided that if the Facility Termination Date occurs during the period described in the foregoing clause (ii) solely as a result of a Transformative Event (as defined below), then the Early Termination Fee payable hereunder shall be one and one quarter percent (1.25%) of the of the Aggregate Revolving Commitments then in effect (without regard to any termination thereof). For purposes of the preceding sentence, “Transformative Event” shall mean any merger, acquisition, investment or consolidation, in any such case by the Borrower or any Subsidiary that either (i) is not permitted by the terms of any Loan Document immediately prior to the third anniversary consummation of such transaction or (ii) if permitted by the Effective Date, one (1%) percent of the outstanding principal amount terms of the Loan prepaid Documents immediately prior to the consummation of such transaction, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as reasonably determined by the Borrower acting in good faith, in each case of clauses (i) or repaid at such time; provided(ii) to the extent Axos Bank (or its Affiliates) is afforded an opportunity to provide or participate in the debt facility replacing the debt facility contemplated by the Loan Documents in connection with the Transformative Event, that if such prepayment occurs which replacement debt facility is on or after the third anniversary of the Effective Date no Early Termination Fee shall be due terms and payableconditions reasonably satisfactory to Axos Bank. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the prepayment early termination of the Loans during such timeframe set forth in this Section 2.08(b) Credit Agreement or any portion of the Aggregate Revolving Commitments and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof.such

Early Termination Fee. If “Early Termination Fee” means an amount equal to the Borrower makes product of 1.25 multiplied by the Permitted No-Call Prepayment or, after total Revenue earned during the twelve (12) month period prior to the month in which the termination notice was duly delivered (provided that if such termination notice is delivered during the first anniversary of twelve (12) months after the Effective Date, in the event that the Borrower prepays or repays all or part amount of the Loans pursuant to Section 2.04 or as a result of Revenues will be calculated on an acceleration of the Loan pursuant to Section 8.02, unless such prepayment or repayment is required annualized basis) payable: (and not otherwise waived by the Required Lendersi) pursuant to Section 2.04(b14.2(a) or (c), then the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”for Convenience) equal to (i) if such prepayment or repayment is the Permitted No-Call Prepayment, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time or (ii) if such prepayment or repayment is not during the Permitted No-Call PrepaymentInitial Term, (A) if such prepayment or repayment occurs after upon the first anniversary exercise by New University of the Effective Date and prior Buyout Option in connection with a termination pursuant to the second anniversary of the Effective DateSection 14.4 (Termination for Certain Financial Results), three percent Section 14.5(b)(v) (3%Termination for New University Material Breach), or Section 14.5(c) of the outstanding principal amount of the Loans prepaid or repaid at such time and (B) if such prepayment or repayment occurs on or after the second anniversary of the Effective Date and prior to the third anniversary of the Effective Date, one (1%) percent of the outstanding principal amount of the Loan prepaid or repaid at such time; provided, that if such prepayment occurs on or after the third anniversary of the Effective Date no Termination for Contributor Material Breach). The Early Termination Fee shall be due and payable. All parties payable in the form of a ten (10) year senior note, substantially in the form of Exhibit I-1, secured by the assets of New University, with monthly payments equal to this Agreement agree and acknowledge that the Lenders will have suffered damages on account quotient of the prepayment entire Early Termination Fee due divided by 120, and bearing interest at Current Fair Market Rate (“Early Termination Note”). Fifty percent (50%) of the Loans during such timeframe set forth in this Section 2.08(b) and that, in view principal of the difficulty Early Termination Note shall be unconditionally and irrevocably guaranteed by Purdue, another third party guarantor acceptable to Contributor or by the provision of a letter of credit, all on terms and conditions and in ascertaining such form as is acceptable to Contributor. Purdue hereby agrees to unconditionally and irrevocably guarantee fifty percent (50%) of the amount principal of any Early Termination Note issued by New University to Contributor if New University chooses Purdue to be the guarantor of such damages, Note. “Current Fair Market Rate” means LIBOR plus two percent (2%). To secure timely payments of the Early Termination Fee constitutes in accordance with the terms of the Early Termination Note (which Early Termination Fee, the Parties acknowledge and agree, is a contingent obligation until the termination date on which the Early Termination Fee becomes payable), New University hereby grants to Contributor a continuing security interest in, and a right to set off against, any and all right, title and interest of New University in and to all of the assets described, and pursuant to the terms set forth, in Exhibit I-3. At the time of execution and delivery to Contributor of an Early Termination Note, the Parties also shall execute and deliver a Security Agreement, which amends and supplements the terms of the security interest herein, containing reasonable compensation and liquidated damages customary terms designed to compensate secure New University’s obligations under the Lenders on account thereofEarly Termination Note and otherwise in form and substance reasonably acceptable to the Parties.

Early Termination Fee. If the Borrower makes shall voluntarily repay in full and terminate the Permitted No-Call Prepayment orRevolving Facility and all Revolving Commitments, after the first anniversary of the Effective Date, in the event that the Borrower prepays or repays all or part of the Loans pursuant to Section 2.04 or as a result of an acceleration of the Loan pursuant to Section 8.02, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (c), then the Borrower it shall pay to the Agent, for the ratable benefit of the Lenders, a an early termination fee (the “Early Termination Fee”) equal to (ix) if such prepayment voluntary repayment and termination occurs after the Closing Date but on or repayment is prior to the Permitted No-Call Prepayment, three percent (3%) first anniversary of the outstanding principal amount Closing Date, 2% of the Loans prepaid or repaid at such time or Maximum Revolver Amount, (iib) if such prepayment or voluntary repayment is not the Permitted No-Call Prepayment, (A) if such prepayment or repayment and termination occurs after the first anniversary of the Effective Closing Date and but on or prior to the second anniversary of the Effective Closing Date, three percent (3%) 1% of the outstanding principal amount of the Loans prepaid or repaid at such time Maximum Revolver Amount and (Bc) if such prepayment or voluntary repayment and termination occurs on or after the second anniversary of the Effective Date and prior Closing Date, 0% of the Maximum Revolver Amount. Notwithstanding anything herein to the third anniversary contrary, if the Parent or any of its Affiliates elects to increase the Revolving Commitments pursuant to Section 2.19 (and all conditions thereof would have been satisfied) and the Lenders elect not to participate in such Revolving Facility Increase, the Parent may then elect to repay in full and terminate the Revolving Facility and all Revolving Commitments, and provided that the new loan facility replacing the Revolving Facility has a commitment of at least 110% of the Effective DateMaximum Revolver Amount and is on the same or better terms than the Revolving Facility (as reasonably determined by the Administrative Agent), one (1%) percent then and only in such event, the Borrower shall pay 50% of the outstanding principal amount of the Loan prepaid or repaid at such time; provided, that if such prepayment occurs on or after the third anniversary of the Effective Date no then applicable Early Termination Fee (if any). For the avoidance of doubt, it is understood and agreed that Revolving Loans which are prepaid without a permanent reduction in the Revolving Commitment shall not be due and payable. All parties subject to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the any prepayment of the Loans during such timeframe set forth in this Section 2.08(b) and that, in view of the difficulty in ascertaining the amount of such damages, premium (including the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereofFee).

Early Termination Fee. If (i) Borrower terminates the Revolving Facility under Section 11.1 hereof, (ii) Agent or any Lender accelerates any Revolving Loan or Borrower makes the Permitted No-Call Prepayment or, after the first anniversary is otherwise required to make payment in full of the Effective DateObligations relating to the Revolving Facility or Lender's obligation to make Advances pursuant to the Revolving Facility shall terminate upon the occurrence of an Event of Default, in the event that the Borrower prepays or repays all (iii) a Change of Control or part final payment of the Loans Revolving Facility pursuant to Section 2.04 11.1 occurs, any voluntary or as a result of an acceleration involuntary termination of the Revolving Facility and final prepayment of the Obligations relating to the Revolving Facility by Borrower or any other Person occurs (other than reductions to zero of the outstanding balance of the Revolving Facility resulting from the ordinary course operation of the provisions of Section 2.5), whether by virtue of Agent's exercising its right of set off or otherwise; (vi) any payment in full of the principal amount of any Revolving Loan or other satisfaction of the outstanding balance of any Revolving Loan and/or the Revolving Facility is made during a bankruptcy, reorganization or other proceeding or is made pursuant to Section 8.02any plan of reorganization or liquidation or any Debtor Relief Law, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (cvii) if the Revolving Facility is otherwise terminated prior to last day of the Term for any reason whatsoever (each, a "REVOLVER TERMINATION"), then then, at the effective date of any such Revolver Termination, Borrower shall pay to the Agent, for the ratable benefit account of Lenders (in addition to the Lendersthen outstanding principal, accrued interest and other Obligations pursuant to the terms of this Agreement and any other Loan Document), as yield maintenance for the loss of bargain and not as a fee (penalty, an amount equal to the “Early Termination Fee”) equal to (i) if such prepayment or repayment is the Permitted No-Call Prepayment. Notwithstanding any other provision hereof, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time or (ii) if such prepayment or repayment is not the Permitted No-Call Prepayment, (A) if such prepayment or repayment occurs after the first anniversary of the Effective Date and prior to the second anniversary of the Effective Date, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time and (B) if such prepayment or repayment occurs on or after the second anniversary of the Effective Date and prior to the third anniversary of the Effective Date, one (1%) percent of the outstanding principal amount of the Loan prepaid or repaid at such time; provided, that if such prepayment occurs on or after the third anniversary of the Effective Date no Early Termination Fee shall be due if Borrower merges or enters into a business combination with another person and payable. All parties to this Agreement agree the surviving person becomes the Borrower hereunder, or enters into economically similar, financing arrangements with Agent in which Agent remains, at least, a co-lead lender and acknowledge that the Lenders will have suffered damages on account of the prepayment of the Loans during such timeframe set forth in this Section 2.08(b) and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereofcollateral agent.

Early Termination Fee. If In the Borrower makes event that the Permitted No-Call Prepayment orTermination Date occurs, after for any reason, on or prior to the first second anniversary of the Third Amendment Effective Date, or in the event that the Borrower prepays Borrowers reduce (but do not terminate) the Aggregate Commitments by an amount in excess of $5,000,000 on or repays all or part prior to the second anniversary of the Loans pursuant to Section 2.04 or as a result of an acceleration of Third Amendment Effective Date, the Loan pursuant to Section 8.02, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (c), then the Borrower Borrowers shall pay to the Administrative Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”) in respect of amounts which are or become payable by reason thereof equal to the following: (i) if such prepayment or repayment is the Permitted No-Call Prepayment, three one percent (31.00%) of (x) in the outstanding principal case of the occurrence of the Termination Date, the Aggregate Commitments then in effect (without regard to any termination thereof) or (y) in the case of a reduction of the Aggregate Commitments, the amount of such reduction in the Loans prepaid Aggregate Commitments, as applicable, if the Termination Date or repaid reduction shall occur at such any time on or prior to the first anniversary of the Third Amendment Effective Date; and (ii) one-half of one percent (0.50%) of (x) in the case of the occurrence of the Termination Date, the Aggregate Commitments then in effect (without regard to any termination thereof) or (y) in the case of a reduction of the Aggregate Commitments, the amount of such reduction in the Aggregate Commitments, as applicable, if such prepayment the Termination Date or repayment is not the Permitted No-Call Prepayment, (A) if such prepayment or repayment occurs reduction shall occur at any time after the first anniversary of the Third Amendment Effective Date and but on or prior to the second anniversary of the Third Amendment Effective Date, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time and (B) if such prepayment or repayment occurs on or after the second anniversary of the Effective Date and prior to the third anniversary of the Effective Date, one (1%) percent of the outstanding principal amount of the Loan prepaid or repaid at such time; provided, that if such prepayment occurs on or after the third anniversary of the Effective Date no Early Termination Fee shall be due and payable. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the prepayment early termination of this Agreement or any portion of the Loans during such timeframe set forth in this Section 2.08(b) Commitments and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof.

Early Termination Fee. If Lender terminates this Agreement upon or after the occurrence of any Termination Fee Default, or if Borrower makes shall terminate this Agreement as permitted herein effective prior to the Permitted No-Call Prepayment orend of the initial term or the end of any renewal term, in addition to all other Obligations, Borrower shall pay to Lender, upon the effective date of termination, in view of the impracticality and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of Lender's lost profits, an early termination fee equal to: (a) Three (3%) percent of the Maximum Credit if such termination occurs after the date hereof, but on or prior to the first anniversary of the Effective Date, in the event that the Borrower prepays or repays all or part date hereof; and (b) One (1%) percent of the Loans pursuant to Section 2.04 or as a result of an acceleration of the Loan pursuant to Section 8.02, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (c), then the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”) equal to (i) Maximum Credit if such prepayment or repayment is the Permitted No-Call Prepayment, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time or (ii) if such prepayment or repayment is not the Permitted No-Call Prepayment, (A) if such prepayment or repayment termination occurs after the first anniversary of the Effective Date and date hereof but prior to the second anniversary of the Effective Date, three percent date hereof; and (3%c) of the outstanding principal amount of the Loans prepaid or repaid at such time and (B) if such prepayment or repayment occurs on or after the second anniversary of the Effective Date and prior to the third anniversary of the Effective Date, one One (1%) percent of the outstanding principal amount of the Loan prepaid or repaid at such time; provided, that Maximum Credit if such prepayment termination occurs on or at any time after the third second anniversary of the Effective Date date hereof but prior to any anniversary of the date hereof; EXCEPT THAT, no Early Termination Fee shall be due payable by Borrower to Lender if, and payable. All parties only if: (i) Borrower has requested in writing ("Notice") that Lender increase the Maximum Credit to an amount not to exceed the sum of Borrower's average Accounts Availability plus average Inventory Availability for the immediately preceding sixty (60) consecutive days prior to the date of the Notice (the "Proposed Increased Maximum Credit"), and Lender, in its sole discretion, has elected not to increase the Maximum Credit; and (ii) Borrower has provided Lender with sixty (60) days prior written notice of termination of this Agreement agree solely as a result of Lender's refusal to increase the Maximum Credit to the Proposed Increased Maximum Credit; and acknowledge that the Lenders will have suffered damages on account (iii) as of the prepayment date of the Loans during such timeframe set forth termination in this Section 2.08(baccordance with clause (ii) and thathereof, in view no Event of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereofDefault exists.

Early Termination Fee. If In the event that the Revolving Loan and Term Loan C and Term Loan D are paid in full (other than as a result of payment of Term Loan C or Term Loan D at maturity or by reason of mandatory prepayments from Excess Cash Flow or scheduled reduction of the Term Loans C or Term Loan D by way of payments in accordance with the applicable Term Note or the expiration of the Revolving Loan at maturity), or in the event of any intentional non-compliance by either Borrower makes with any provisions of this Agreement which results in a termination of the Permitted No-Call Prepayment orCredit Facility by Lender pursuant to Section 11.2 or 11.4 hereof, after Borrowers will pay to Lender an early termination fee of (a) 3% of the line of credit approved for Borrowers under the Revolving Loan pursuant to Section 2.3(A) hereof plus the outstanding principal balance then outstanding on Term Loan C and Term Loan D, if the same occurs during the first anniversary year following the execution of Consolidated Amendment No. 2 to this Loan Agreement, (b) 2% of the Effective Dateline of credit approved for Borrowers under the Revolving Loan pursuant to Section 2.3(A) hereof plus the outstanding principal balance then outstanding on Term Loan C and Term Loan D, if the same occurs during the second year following the execution of Consolidated Amendment No. 2 to this Loan Agreement, and (c) 1% of the line of credit approved for Borrowers under the Revolving Loan pursuant to Section 2.3(A) hereof plus the outstanding principal balance then outstanding on Term Loan C and Term Loan D, if the same occurs during the third year following the execution of Consolidated Amendment No. 2 to this Loan Agreement, in order to compensate Lender for its reliance expenses and loss of anticipated profits. It is acknowledged that this fee shall be deemed to be liquidated damages for loss of a bargain and not a penalty and the same is acknowledged to be an integral part of the consideration for Lender to execute Consolidated Amendment No. 2 to this Loan Agreement; provided, however, that such fee will not be due and payable in the event that the Borrower prepays or repays Borrowers make the foregoing prepayments exclusively from funds generated from a sale of substantially all or part of the Loans pursuant assets of the Borrowers or a sale of the controlling interest in the voting securities in the Borrowers or if the outstanding borrowings under this Agreement are replaced by borrowings under a new credit facility granted by Lender to a borrower who is affiliated with either Borrower or the General Partner of either Borrower." Section 2.04 or as a result of an acceleration 8.1 (O) of the Loan pursuant Agreement is, effective the date hereof, hereby amended and restated to Section 8.02, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (c), then the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”) equal to (i) if such prepayment or repayment is the Permitted No-Call Prepayment, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time or (ii) if such prepayment or repayment is not the Permitted No-Call Prepayment, (A) if such prepayment or repayment occurs after the first anniversary of the Effective Date and prior to the second anniversary of the Effective Date, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time and (B) if such prepayment or repayment occurs on or after the second anniversary of the Effective Date and prior to the third anniversary of the Effective Date, one (1%) percent of the outstanding principal amount of the Loan prepaid or repaid at such time; provided, that if such prepayment occurs on or after the third anniversary of the Effective Date no Early Termination Fee shall be due and payable. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the prepayment of the Loans during such timeframe set forth read in this Section 2.08(b) and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof.its entirety as follows:

Early Termination Fee. If In the Borrower makes event that the Permitted No-Call Prepayment orTermination Date occurs, after for any reason, prior to the first anniversary of the Effective Maturity Date, or in the event that the Borrower prepays or repays all or part of Borrowers reduce (but do not terminate) the Loans pursuant Aggregate Revolving Commitments prior to Section 2.04 or as a result of an acceleration of the Loan pursuant to Section 8.02Maturity Date, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (c), then the Borrower Borrowers shall pay to the Agent, for the ratable benefit account of the Lenderseach Revolving Lender in accordance with its Applicable Percentage, a fee (the “Early Termination Fee”) in respect of amounts which are or become payable by reason thereof equal to the following: (i) if such prepayment or repayment is the Permitted Noone-Call Prepayment, three half of one percent (30.50%) of the outstanding principal Revolving Credit Commitments then in effect (without regard to any termination thereof) or of the amount of any reduction in the Loans prepaid Aggregate Revolving Commitments, as applicable, if the Termination Date or repaid reduction shall occur at such any time on or before the first anniversary of the Closing Date; (ii) one-quarter of one percent (0.25%) of the Revolving Credit Commitments then in effect (without regard to any termination thereof) or of the amount of any reduction in the Aggregate Revolving Commitments, as applicable, if such prepayment the Termination Date or repayment is not the Permitted No-Call Prepayment, (A) if such prepayment or repayment occurs reduction shall occur at any time after the first anniversary of the Effective Closing Date and on or prior to the second anniversary of the Effective Closing Date, three ; and (iii) zero percent (30%) of the outstanding principal Revolving Credit Commitments then in effect (without regard to any termination thereof) or of the amount of any reduction in the Loans prepaid Aggregate Revolving Commitments, as applicable, if the Termination Date or repaid reduction shall occur at such any time and (B) if such prepayment or repayment occurs on or after the second anniversary of the Effective Date and prior to the third anniversary of the Effective Closing Date, one (1%) percent of the outstanding principal amount of the Loan prepaid or repaid at such time; provided, that if such prepayment occurs on or after the third anniversary of the Effective Date no Early Termination Fee shall be due and payable. All parties to this Agreement agree and acknowledge that the Revolving Lenders will have suffered damages on account of the prepayment early termination of this Agreement or any portion of the Loans during such timeframe set forth in this Section 2.08(b) Revolving Credit Commitments and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Revolving Lenders on account thereof.

Early Termination Fee. If In the Borrower makes event prior to the Permitted No-Call Prepayment or, after the first third anniversary of the Second Amendment Effective Date, in upon the event that the Borrower prepays or repays all or part of the Loans pursuant to Section 2.04 or as a result occurrence of an acceleration of Applicable Premium Trigger Event, the Loan pursuant to Section 8.02, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (c), then the Borrower Borrowers shall pay to the Administrative Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”) equal to (i) if such prepayment or repayment is the Permitted No-Call Prepayment, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time or (ii) if such prepayment or repayment is not the Permitted No-Call Prepayment, (A) if such prepayment or repayment occurs after the first anniversary of the Effective Date and prior to the second anniversary of the Effective Date, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time and (B) if such prepayment or repayment occurs on or after the second anniversary of the Effective Date and prior to the third anniversary of the Effective Date, one (1%) percent of the outstanding principal amount of the Loan prepaid or repaid at such time; provided, that if such prepayment occurs on or after the third anniversary of the Effective Date no Early Termination Fee shall be due and payablepayable in respect of any prepayment of Second Amendment Tranche B U.S. Term Loan that is prepaid (or in the case of an Applicable Premium Trigger Event occurring under clauses (ii), (iii) or (iv) of the definition thereof, deemed to be prepaid) after December 15, 2015. All parties Notwithstanding anything to the contrary in this Agreement agree or any other Loan Document, it is understood and acknowledge agreed that if the Lenders will have suffered damages on account Obligations are accelerated as a result of the prepayment occurrence and continuance of the Loans during such timeframe set forth in this Section 2.08(b) and that, in view any Event of the difficulty in ascertaining the amount Default (including by operation of such damageslaw or otherwise), the Early Termination Fee, if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Early Termination Fee constitutes reasonable compensation and payable in accordance with this Section 3.2.1 shall be presumed to be equal to the liquidated damages to compensate sustained by the Lenders on account thereof.as the result of the occurrence of the Applicable Premium Trigger Event, and the Loan Parties agree that it is reasonable under the circumstances currently existing. The Early Termination Fee, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING EARLY TERMINATION FEE IN CONNECTION WITH ANY SUCH ACCELERATION. The Loan Parties expressly agree that (A) the Early Termination Fee is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (B) the Early Termination Fee shall be payable notwithstanding the then prevailing market rates at the time payment is made, (C) there has been a course of conduct between Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Early Termination Fee, (D) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 3.2.1, (E) their agreement to pay the Early Termination Fee is a material inducement to the Lenders to make the Term Loans, and (F) the Early Termination Fee represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Event. ”

Early Termination Fee. If In the Borrower makes event (x) the Permitted No-Call Prepayment or, after the first anniversary Borrowers prepay any portion of the Effective DateTerm Loan or Delayed Draw Term Loan pursuant to Sections 2.06(a) or (d) hereof, in or (y) the event that Borrowers terminate or reduce the Borrower prepays or repays all or part of the Loans Revolving Commitments pursuant to Section 2.04 2.01(b), Section 2.06(a) or as a result of an Section 2.07(a) hereof, or (z) the Termination Date occurs for any reason (except pursuant to clause (i) thereof), including the acceleration of the Loan pursuant to Section 8.02, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (c)Obligations, then on the Borrower date of any such prepayment, acceleration, termination or reduction, the Borrowers shall pay to the Agent, for the ratable benefit of the applicable Lenders, a fee (the “Early Termination Fee”) equal to the following: (i) the greater of (A) the difference between (1) the maximum total interest which would be earned on the Obligations (or portion thereof prepaid or due) through and including the date of such prepayment, acceleration, termination or reduction (assuming no Revolving Loans have been drawn if no such Loans are outstanding on the prepayment date and if Revolving Loans have been drawn, assuming the amount outstanding on the date of prepayment had remained outstanding through such anniversary), and (2) the total interest actually paid by the Borrowers to the Lenders on the Obligations (or portion thereof prepaid) prior to the date of date of such prepayment, acceleration, termination or reduction or due date of such Obligations (or portion thereof prepaid or due) and (B) an amount equal to the following percentages of the Loans being prepaid (or required to be prepaid) and Commitments being reduced or terminated on such date (1) 4.5% if such prepayment prepayment, acceleration, termination or repayment is reduction shall occur at any time after the Permitted No-Call PrepaymentFirst Amendment Effective Date but on or prior to July 31, three 2014, (2) 4.0% if such prepayment, acceleration, termination or reduction shall occur at any time after July 31, 2014 but on or prior to August 31, 2014, (3) 3.5% if such prepayment, acceleration, termination or reduction shall occur at any time after August 31, 2014 but on or prior to September 30, 2014, and (4) 3.0% if such prepayment, acceleration, termination or reduction shall occur at any time after September 30, 2014 but prior to the first anniversary of the Closing Date; (ii) two percent (32%) of the outstanding principal amount sum of the Loans being prepaid (or repaid at required to be prepaid) and Commitments being reduced or terminated on such time or (ii) date if such prepayment prepayment, acceleration, termination or repayment is not the Permitted No-Call Prepayment, (A) if such prepayment reduction shall occur on or repayment occurs after the first anniversary of the Effective Closing Date and but prior to the second anniversary of the Effective Closing Date, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time ; and (Biii) if such prepayment or repayment occurs on or after the second anniversary of the Effective Date and prior to the third anniversary of the Effective Date, one (1%) percent of the outstanding principal amount of the Loan prepaid or repaid at such time; provided, that if such prepayment occurs on or after the third anniversary of the Effective Date no Early Termination Fee shall be due and payable0% thereafter. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the early prepayment of the Loans during such timeframe set forth in Loans, early termination of this Section 2.08(b) Agreement or any portion of the Commitments and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof.

Early Termination Fee. If the Borrower makes the Permitted No-Call Prepayment or, after the first anniversary of the Effective Date, in the event that the Borrower prepays or repays all or part of the Loans pursuant to Section 2.04 or as a result of an acceleration of the Loan pursuant to Section 8.02, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (c), then the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”) equal to (i) if such prepayment or repayment is the Permitted No-Call Prepayment, three percent (3%2.06(a) of the outstanding principal amount of Credit Agreement is hereby amended by adding the Loans prepaid following at the end thereof: “Notwithstanding anything to the contrary contained in this Agreement, if for any reason this Agreement is terminated on or repaid at such time or (ii) if such prepayment or repayment is not the Permitted No-Call Prepayment, (A) if such prepayment or repayment occurs after the first anniversary of the Effective Date and prior to the second anniversary of the Amendment No. 3 Effective Date, three percent (3%) in view of the outstanding principal amount impracticality and extreme difficulty of ascertaining actual damages and by mutual agreement of the Loans prepaid or repaid at such time and (B) if such prepayment or repayment occurs on or after the second anniversary parties as to a reasonable calculation of the Effective Date Administrative Agent’s and prior Lenders’ lost profits as a result thereof, Borrowers agree to pay to Administrative Agent and Lenders, upon the third anniversary effective date of such termination, the Effective Date, one (1%) percent of the outstanding principal amount of the Loan prepaid or repaid at such time; provided, that if such prepayment occurs on or after the third anniversary of the Effective Date no Early Termination Fee. The Early Termination Fee shall be due and payable. All parties presumed to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the prepayment of the Loans during such timeframe set forth in this Section 2.08(b) and that, in view of the difficulty in ascertaining be the amount of damages sustained by Administrative Agent and Lenders as a result of such damagesearly termination and Borrowers agree that it is reasonable under the circumstances currently existing (including, but not limited to, the borrowings that are reasonably expected by Borrowers hereunder and the interest, fees and other charges that are reasonably expected to be received by Administrative Agent and Lenders hereunder) and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel. In addition, Administrative Agent and Lenders shall be entitled to the Early Termination Fee constitutes reasonable compensation (a) upon any acceleration (whether automatic or otherwise) of the Obligations upon the occurrence of any Event of Default (including, but not limited to, any Event of Default described in Section 8.01(f) hereof), whether or not any such Event of Default is caused intentionally by a Loan Party and liquidated damages (b) upon the occurrence of any Event of Default described in Section 8.01(f) hereof even if Administrative Agent and Lenders do not exercise their right to compensate terminate this Agreement, but elect, at their option, to provide financing to Borrowers or permit the use of cash collateral under the United States Bankruptcy Code. THE BORROWERS EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE EARLY TERMINATION FEE IN CONNECTION WITH ANY ACCELERATION OF THE OBLIGATIONS. The Borrowers expressly agree that (a) the Early Termination Fee shall be payable notwithstanding the then prevailing market rates at the time payment is made, (b) there has been a course of conduct between the Lenders on account thereofand the Borrowers giving specific consideration in this transaction for such agreement to pay the Early Termination Fee, (c) the Borrowers shall be estopped hereafter from claiming differently than as agreed to in this Section 2.06(a), and (d) their agreement to pay the Early Termination Fee is a material inducement to the Lenders to make Revolving Loans. The Early Termination Fee provided for in this Section 2.06(a) shall be deemed included in the Obligations.”

Early Termination Fee. If the Borrower makes the Permitted No-Call Prepayment or, after the first anniversary of the Effective Date, in In the event that the Borrower prepays or repays all or part of the Loans pursuant to Section 2.04 or as a result of an acceleration of the Loan pursuant to Section 8.02, (unless such prepayment or repayment is required to be made (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b), 2.04(c), or 2.04(d)) or (c)as a result of an acceleration of the Loans pursuant to Section 8.02, then the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”) equal to (i) if such prepayment or repayment is the a Permitted No-Call PrepaymentPrepayment of the type described in in Section 2.04(a)(i) and is made during the No Call Period, one percent (1%) of the outstanding principal amount of the Loans prepaid or repaid at such time, (ii) if such prepayment or repayment is a Permitted No-Call Prepayment of the type described in Section 2.04(a)(ii) and is made during the No Call Period, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time time, or (iiiii) if such for any other prepayment or repayment is not the Permitted No-Call Prepaymentrepayment, (A) if such prepayment or repayment occurs on or after the first eighteenth (18th) month anniversary of the Effective Date and prior to the second thirtieth (30th) month anniversary of the Effective Date, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time and (B) if such prepayment or repayment occurs on or after the second thirtieth (30th) month anniversary of the Effective Date and prior to the third forty-second (42nd) month anniversary of the Effective Date, one (1%) percent of the outstanding principal amount of the Loan Loans prepaid or repaid at such time; provided, that if such prepayment occurs on or after the third forty-second (42nd) month anniversary of the Effective Date Date, no Early Termination Fee shall be due and payable. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the prepayment of the Loans during such timeframe set forth in this Section 2.08(b) and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof.

Early Termination Fee. If In the Borrower makes event of any repayment or prepayment of the Permitted NoTerm Loan (or any portion thereof) prior to the date which is twenty-Call Prepayment or, four (24) months after the first anniversary Third Amendment Effective Date for any reason, including, without limitation, (i) the acceleration of the Effective DateObligations after the occurrence of an Event of Default, (ii) the sale of, or casualty or condemnation of, any Collateral or the foreclosure and sale of Collateral, (iii) sale of the Collateral in any bankruptcy or insolvency proceeding, or (iv) 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 bankruptcy or insolvency proceeding, then, in the event that the Borrower prepays or repays all or part view of the Loans pursuant impracticability and extreme difficulty of ascertaining the actual amount of damages to Section 2.04 the Lenders or profits lost by the Lenders as a result of an acceleration 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 Lenders, and as compensation for the cost of making the Term Loan pursuant available to Section 8.02the Borrower, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (c)as a penalty, then the Borrower shall pay to the Administrative Agent, for the ratable benefit of the Lenders, a an early termination fee (the “Early Termination Fee”) equal to the greater of (iA) if the result (not less than $0) of (y) all interest on the Term Loan that would be payable from the Third Amendment Effective Date through the date which is twelve (12) months after the Third Amendment Effective Date, minus (z) amounts actually paid by the Borrower in respect of all such interest (other than interest at the Default Rate) through the date of prepayment or repayment is the Permitted No-Call Prepayment, three and (B) one percent (31.00%) of the outstanding principal amount of the Loans prepaid repaid or repaid at such time or (ii) if such prepayment or repayment is not the Permitted No-Call Prepayment, (A) if such prepayment or repayment occurs after the first anniversary of the Effective Date and prior to the second anniversary of the Effective Date, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time and (B) if such prepayment or repayment occurs on or after the second anniversary of the Effective Date and prior to the third anniversary of the Effective Date, one (1%) percent of the outstanding principal amount of the Loan prepaid or repaid at such time; provided, that if such prepayment occurs on or after the third anniversary of the Effective Date no prepaid. The Early Termination Fee shall be due and payable. All parties to this Agreement agree and acknowledge that allocated among the Lenders will have suffered damages on account of the prepayment of the Loans during such timeframe set forth in this Section 2.08(b) and that, in view of the difficulty in ascertaining accordance with the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereofeach Lender’s Term Loan Ratio.”

Early Termination Fee. If the Borrower makes the Permitted No-Call Prepayment or, after the first anniversary of the Effective Date, in the event that the Borrower prepays or repays all or part of the Loans pursuant to Section 2.04 or as a result of an acceleration of the Loan pursuant to Section 8.02, unless such prepayment or repayment for any reason this Agreement is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (c), then the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”) equal to (i) if such prepayment or repayment is the Permitted No-Call Prepayment, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time or (ii) if such prepayment or repayment is not the Permitted No-Call Prepayment, (A) if such prepayment or repayment occurs after the first anniversary of the Effective Date and prior to the second anniversary of the Effective Date, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time and (B) if such prepayment or repayment occurs on or after the second anniversary of the Effective Date and terminated prior to the third anniversary of the Effective Date, in view of the impracticality and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of Agent's and each Lender's lost profits as a result thereof, Borrowers agree to pay to Agent, for the benefit of Lenders, upon the effective date of such termination, an early termination fee ("Early Termination Fee") in the amount equal to (i) two (2%) percent of the Total Loan Commitment, if such termination occurs on or prior to the second anniversary of the Effective Date or (ii) one (1%) percent of the outstanding principal amount Total Loan Commitment, if such termination occurs after the second anniversary of the Loan prepaid or repaid at such time; provided, that if such prepayment occurs Effective Date and on or after prior to the third anniversary of the Effective Date no Date. Such Early Termination Fee shall be due presumed to be the amount of damages sustained by Agent and payableLenders as a result of such early termination and Borrowers and Guarantors agree that it is reasonable under the circumstances currently existing (including, but not limited to, the borrowings that are reasonably expected by Borrowers hereunder and the interest, fees and other charges that are reasonably expected to be received by Agent and Lenders pursuant hereto). All parties In addition, Agent and Lenders shall be entitled to such Early Termination Fee upon the occurrence of any Event of Default described in Sections 8.01(f) and 8.01(g) hereof, even if Agent and Lenders do not exercise the right to terminate this Agreement agree and acknowledge that Agreement, but elect, at their option, to provide financing to any Borrower or permit the Lenders will have suffered damages on account use of cash collateral under the prepayment of the Loans during such timeframe set forth United States Bankruptcy Code. The Early Termination Fee provided for in this Section 2.08(b2.06(f) and thatshall be deemed included in the Obligations. Notwithstanding that prepayment shall be made on the termination of this Agreement, in view of the difficulty in ascertaining the amount of no Prepayment Fee shall be required with respect to such damagesprepayments, but instead Borrowers shall pay the Early Termination Fee constitutes reasonable compensation Fee. If for any reason this Agreement is terminated prior to the Final Maturity Date, Borrowers and liquidated damages to compensate Guarantors agree that the Lenders on account thereofObligations shall be Paid in Full.

Early Termination Fee. If the Borrower makes the Permitted No-Call Prepayment or, after the first anniversary of the Effective Date, in In the event that (i) the Borrower prepays or repays all or part of Termination Date occurs, for any reason, prior to the Loans pursuant to Section 2.04 or as a result of an acceleration of the Loan pursuant to Section 8.02, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) Maturity Date or (c)ii) the Borrowers reduce (but do not terminate) the Aggregate Commitments prior to the Maturity Date, then the Borrower Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”) equal to the following: (ix) if such prepayment or repayment is the Permitted No-Call Prepayment, three two percent (32%) of (I) in the outstanding principal event the Termination Date occurs, the Commitments then in effect (without regard to any termination thereof) or (II) in the event that the Borrowers reduce the Aggregate Commitments, the amount of such reduction, if the Loans prepaid Termination Date, payment or repaid reduction shall occur at such any time on or before the first anniversary of the Closing Date; (y) one percent (1%) of (I) in the event the Termination Date occurs, the Commitments then in effect (without regard to any termination thereof) or (iiII) in the event that the Borrowers reduce the Aggregate Commitments, the amount of such reduction, if such prepayment the Termination Date or repayment is not the Permitted No-Call Prepayment, (A) if such prepayment reduction shall occur at any time on or repayment occurs after the first anniversary of the Effective Date and Closing Date, but prior to the second anniversary of the Effective Closing Date, three ; and (z) one-half of one percent (30.50%) of (I) in the outstanding principal event the Termination Date occurs, the Commitments then in effect (without regard to any termination thereof) or (II) in the event that the Borrowers reduce the Aggregate Commitments, the amount of such reduction, if the Loans prepaid or repaid Termination Date shall occur at such any time and (B) if such prepayment or repayment occurs on or after the second anniversary of the Effective Closing Date and but prior to the third anniversary of the Effective Closing Date, one (1%) percent of the outstanding principal amount of the Loan prepaid or repaid at such time; provided, that if such prepayment occurs on or after the third anniversary of the Effective Date no Early Termination Fee shall be due and payable. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the prepayment early termination of this Agreement or any portion of the Loans during such timeframe set forth in this Section 2.08(b) Commitments and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof. Notwithstanding the foregoing, during the period beginning six months prior to the Maturity Date and ending on the Maturity Date, no Early Termination Fee shall be due if the Lead Borrower provides prior written notice to Agent at least ninety (90) days prior to the applicable Termination Date.

Early Termination Fee. If In the Borrower makes event prior to the Permitted No-Call Prepayment or, after the first fourth anniversary of the Second Amendment Effective Date, in the event that the Borrower prepays Borrowers prepay or repays are otherwise required to prepay all or any part of the Loans pursuant to Section 2.04 or as a result of an acceleration of Term Loan for any reason, the Loan pursuant to Section 8.02, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (c), then the Borrower Borrowers shall pay to the Administrative Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”) in respect of amounts which are prepaid or are or become payable by reason thereof equal to (ia) if such prepayment occurs on or repayment is prior to the Permitted No-Call Prepaymentfirst anniversary of the Second Amendment Effective Date, three four percent (34.0%) of the outstanding principal amount of the Loans prepaid or repaid at such time or amounts so prepaid, (iib) if such prepayment or repayment is not the Permitted No-Call Prepayment, (A) if such prepayment or repayment occurs after the first anniversary of the Second Amendment Effective Date and on or prior to the second anniversary of the Second Amendment Effective Date, three percent (33.0%) of the outstanding principal amount of the Loans prepaid or repaid at such time and amounts so prepaid, (BC) if such prepayment or repayment occurs on or after the second anniversary of the Second Amendment Effective Date and on or prior to the third anniversary of the Second Amendment Effective Date, one two percent (12.0%) percent of the outstanding principal amount of the Loan prepaid or repaid at such time; providedamounts so prepaid, that and (D) if such prepayment occurs on or after the third anniversary of the Second Amendment Effective Date and on or prior to the fourth anniversary of the Second Amendment Effective Date, one percent (1.0%) of the amounts so prepaid. For greater certainty, if any such prepayment occurs after the fourth anniversary of the Second Amendment Effective Date, no Early Termination Fee or other fee arising solely on account of prepayment of the Term Loan shall be due and payable. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the prepayment early termination of the Loans during such timeframe set forth in this Section 2.08(b) Agreement and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof.

Early Termination Fee. If (a) Subject to the Borrower makes the Permitted No-Call Prepayment or, after the first anniversary provisions of the Effective DateSection 2.15(b), in the event that the Borrower prepays Termination Date occurs, on or repays all or part prior to the second anniversary of the Loans pursuant to Section 2.04 or as a result of an acceleration of the Loan pursuant to Section 8.02Restatement Effective Date, unless such prepayment or repayment is required (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b) or (c), then the Borrower shall pay to the Agent, for the ratable benefit of the Revolving Credit Lenders, a fee (the “Revolving Credit Early Termination Fee”) equal to determined and payable as follows: (i) if such prepayment or repayment is the Permitted No-Call Prepayment, three percent (3%) 0.75% of the outstanding principal amount highest Maximum Revolving Credit Ceiling if the Termination Date occurs on or before January 1, 2008. (ii) 0.50% of the Loans prepaid highest Maximum Revolving Credit Ceiling if the Termination Date occurs after January 1, 2008, but on or repaid at such time before January 1, 2009. (b) No Revolving Credit Early Termination Fee shall be payable (i) after January 1, 2009 or (ii) if such prepayment the Termination Date occurs as a result of funds borrowed from Bank of America or repayment is not the Permitted No-Call Prepayment, any of its Affiliates. (Ac) if such prepayment or repayment occurs after the first anniversary of the Effective Date and prior to the second anniversary of the Effective Date, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time and (B) if such prepayment or repayment occurs on or after the second anniversary of the Effective Date and prior to the third anniversary of the Effective Date, one (1%) percent of the outstanding principal amount of the Loan prepaid or repaid at such time; provided, that if such prepayment occurs on or after the third anniversary of the Effective Date no The Revolving Credit Early Termination Fee shall be due and payable. All parties allocated to this Agreement agree and acknowledge the Revolving Credit Lenders pro rata based upon their Revolving Credit Dollar Commitment. (d) The Borrower shall have no right to reduce the Maximum Revolving Credit Ceiling, provided, however, that in connection with the Lenders will have suffered damages on account sale or issuance of the prepayment any of the Loans during such timeframe set forth in this Section 2.08(b) and thatits equity interests to any Person, in view of terms satisfactory to the difficulty in ascertaining the amount of such damagesAgent, the Early Termination Fee constitutes reasonable compensation Borrower shall, with at least three (3) Business Days prior written notice to the Agent, have the right to reduce the Maximum Revolving Credit Ceiling by $5,000,000 or an integral multiple thereof, provided, however, that no such reduction in the Maximum Revolving Credit Ceiling shall be greater than $75,000,000 in the aggregate and liquidated damages to compensate that no reduction in the Lenders on account thereofMaximum Revolving Credit Ceiling may be reinstated.