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 In the event of the termination of the Revolving Credit Commitments, the Borrower makes shall pay a fee to the Permitted No-Call Prepayment orAgent for the benefit of the Lenders ratably (the "Early Termination Fee"), after equal to following amount at the following times: PERIOD EARLY TERMINATION FEE Closing Date, through and 2% of the Total Revolving Credit including, day preceding Committed Amount the first anniversary date of the Effective Closing Date First anniversary date 1% of the Total Revolving Credit of the Closing Date, in Committed Amount through and including, the day preceding the second anniversary date of the Closing Date Second anniversary date 1/2% of the Total Revolving of the Closing Date, Credit Committed Amount through and including, the day preceding the third anniversary date of the Closing Date In the event that the Borrower prepays or repays all or part of a partial reduction of the Loans pursuant to Section 2.04 or as a result of an acceleration of the Loan pursuant to Section 8.02Revolving Credit Commitments, 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 benefit of the Lenders ratably, an Early Termination Fee equal to following amount at the following times: PERIOD EARLY TERMINATION FEE Closing Date, through and 2% of the amount of the including, day preceding Revolving Credit Optional the first anniversary date Reduction of the Closing Date First anniversary date 1% of the amount of the of the Closing Date, Revolving Credit Optional through and including, Reduction the day preceding the second anniversary date of the Closing Date Second anniversary date 1/2% of the amount of the of the Closing Date, Revolving Credit Optional through and including, Reduction the day preceding the third anniversary date In the event the Term Loans are refinanced or replaced with the proceeds of Indebtedness for Borrowed Money, in whole or in part, the Borrower shall pay to the Agent for the benefit of the Lenders ratably, an Early Termination Fee equal to following amount at the following times: PERIOD EARLY TERMINATION FEE Closing Date, through and 2% of the amount prepaid including, day preceding the first anniversary date of the Closing Date First anniversary date 1% of the amount prepaid of the Closing Date, through and including, the day preceding the second anniversary date of the Closing Date Second anniversary date 1/2% of the amount prepaid of the Closing Date, through and including, the day preceding the third anniversary date Notwithstanding the foregoing, the Borrower shall not be required to pay the Early Termination Fee in connection with such a refinancing or replacement of the Term Loans and the termination or partial reduction of the Revolving Credit Commitments from the proceeds of a public offering of Securities by the Borrower or the Parent. Nothing contained in this Section shall be deemed a waiver by the Agent or any Lender of any Default or Event of Default which results from any such public offering of Securities by the Borrower and/or the closing of a purchase, acquisition or investment otherwise prohibited by the provisions of this Agreement, which does not result in a prepayment of all Obligations and a termination of all Letters of Credit, all Bond Letters of Credit and Commitments. In addition, if the Borrower requests that the Requisite Lenders consent to the purchase or acquisition of, or investment in, any Person which would not otherwise be permitted by the provisions of this Agreement, and the Requisite Lenders refuse to agree and consent to any such purchase, acquisition or investment, the Borrower may, at its option, prepay all of the Obligations in full and terminate all of the Commitments and shall have no obligation to pay an Early Termination Fee in connection with any such prepayment and termination; provided, that (i) all Letters of Credit and all Bond Letters of Credit are terminated or otherwise secured by the issuance of one or more back-to-back letters of credit from an issuer and containing terms reasonably acceptable to the Agent, (ii) all Obligations are paid in full, (iii) all Commitments are terminated, and (iv) to the extent the Borrower intends to finance such purchase, acquisition or investment, any one of the Lenders have not agreed to provide such financing after having been first offered the opportunity by the Borrower to provide such financing substantially on the same terms and conditions as are actually proposed to the Borrower from another lender or financial institution. A Lender shall be deemed to have so declined to provide the requested financing for the proposed acquisition, purchase or other investment unless such Lender has otherwise notified the Borrower in writing within fifteen (15) days of its receipt of all proposed material terms and conditions of the proposed acquisition, purchase or investment and any requested financing that such Lender wishes to participate in such financing. The Lenders understand and agree that the Borrower shall be required only to furnish to the Agent and the Lenders a term sheet summarizing the proposed terms for such financing to be prepared by the Borrower based on actual terms proposed by such other lender or financial institution, and that neither the Borrower nor any such other lender or financial institution shall have any obligation to furnish to the Agent or the Lenders copies of actual commitments, proposals or correspondence from such other lender or financial institution or independent verification of any such proposed terms. Payment of all or any portion of the Obligations relating to the Revolving Loan and/or the Term Loans and/or termination or reduction of any of the Commitments, in whole or in part, by or on behalf of the Borrower, by court order or otherwise, following and as a result of the institution of any bankruptcy proceeding by or against the Borrower, shall be deemed to be a prepayment of the Revolving Loan and the Term Loans, and/or termination or reduction of the Commitments, as appropriate, subject to payment of the Early Termination Fee provided in this subsection if any or all of the Obligations are actually paid and/or any or all of the Commitments are terminated or reduced at any time during the periods set forth above. All Early Termination Fees shall be paid 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 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.”

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 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 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 elect to permanently reduce the Loans Aggregate Commitments pursuant to Section 2.04 or as a result of an acceleration of 2.06 hereof, 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 Noone and one-Call Prepayment, three half percent (31.50%) of the outstanding principal amount Aggregate Commitments then in effect if the Termination Date or such reduction of the Loans prepaid Aggregate Commitments shall occur at any time 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 before the first anniversary of the Effective Closing Date; (ii) one percent (1.00%) of the Aggregate Commitments then in effect if the Termination Date and or such reduction of the Aggregate Commitments shall occur at any time on or after first anniversary of the Closing Date but prior to the second anniversary of the Effective Closing Date, three ; and (iii) one-half of one percent (30.50%) of the outstanding principal amount Aggregate Commitments then in effect if the Termination Date or such reduction of the Loans prepaid or repaid Aggregate Commitments 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 . There will be no Early Termination Fee due 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 Lenders will have suffered damages on account of the prepayment early termination of this Agreement or the permanent reduction of the Loans during such timeframe set forth in this Section 2.08(b) Aggregate 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 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 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 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 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 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 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 to Section 2.04 or as a result of an acceleration assets of the Loan pursuant to Section 8.02, unless such prepayment Borrowers 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 a sale of the Lenders, a fee (controlling interest in the “Early Termination Fee”) equal to (i) voting securities in the Borrowers or 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 borrowings under this Agreement agree and acknowledge that are replaced by borrowings under a new credit facility granted by Lender to a borrower who is affiliated with either Borrower or the Lenders will have suffered damages on account General Partner 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 thereofeither Borrower."

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 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 Second 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 $10,000,000 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 Second 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 Second 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 Second Amendment Effective Date and but on or prior to the second anniversary of the Second 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 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 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 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 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 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.