Common use of Exit Fee Clause in Contracts

Exit Fee. In the event that the Borrower prepays, repays, replaces or refinances all or any portion of the Loans pursuant to Sections 2.8(a) or 2.8(b)(i), (ii), or (iv) or otherwise effectuates a prepayment, repayment, replacement or refinancing of all or any portion of the Loans under this Agreement, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the Lenders, an exit fee of (x) 0.00% of the aggregate principal amount of the Loans so prepaid, repaid, refinanced or replaced prior to the first anniversary of the Effective Date, (y) 2.00% of the aggregate principal amount of the Loans so prepaid, repaid, refinanced or replaced on or after the first anniversary of the Effective Date but prior to the second anniversary of the Effective Date or (z) 4.00% of the aggregate principal amount of the Loans so prepaid, repaid, refinanced or replaced on or after the second anniversary of the Effective Date but prior to the third anniversary of the Effective Date. It is agreed, for the avoidance of doubt, that no exit fee shall be payable until after the first anniversary of the Effective Date. All such amounts payable pursuant to this Section 2.8(c) shall be due and payable on the date of the applicable prepayment, repayment or refinancing. For purposes of this Section 2.8(c), a prepayment pursuant to Section 2.8(a) shall include any prepayment or repayment as a result of the occurrence of any Event of Default (including as a result of any acceleration of any Loan and/or the occurrence of any Event of Default upon any bankruptcy, insolvency or similar proceeding under any Debtor Relief Law), the foreclosure or enforcement of any Lien on, or sale of, any Collateral pursuant to any Loan Document (including in any bankruptcy, insolvency or similar proceeding under any Debtor Relief Law) or the repricing, restructuring, reorganization or compromise of any Loan in connection with the confirmation of a plan of reorganization or any other plan of compromise, restructuring or arrangement in any bankruptcy, insolvency or similar proceeding under any Debtor Relief Law.

Exit Fee. In On the event that the Borrower prepays, repays, replaces Termination Date or refinances all or upon any portion voluntary prepayment of the Loans pursuant Term Loan as permitted hereunder or upon any mandatory prepayment of the Term Loan, Borrowers shall pay to Sections 2.8(aAdministrative Agent for the benefit of Lenders a fee (the "Exit Fee") or 2.8(b)(i)equal to the Term Loan Commitment multiplied by the Applicable Exit Fee Percentage. If any such prepayments are made, (ii), or (iv) or otherwise effectuates a then upon such prepayment, repayment, replacement or refinancing of all or any portion of the Loans under this Agreement, the Borrower shall pay to Administrative Agent the proportionate amount of the Exit Fee attributable to such prepayment; provided, however, that in the event of a casualty or Taking and the application of any Casualty Proceeds therefrom to a prepayment of a portion of the Obligations is required by Administrative Agent, for the ratable account of each payment of the Lenders, an exit fee Exit Fee allocable to such prepayment shall not be required. The term "Applicable Exit Fee Percentage" means: one percent (1.0%) if the payment is made on or before the twenty-fourth (24th) full calendar month following the Closing Date; and one half of one percent (x.50%) 0.00% of if the aggregate principal amount of the Loans so prepaid, repaid, refinanced or replaced prior to the first anniversary of the Effective Date, (y) 2.00% of the aggregate principal amount of the Loans so prepaid, repaid, refinanced or replaced on payment is made during or after the first anniversary of twenty-fifth (25th) full calendar month following the Effective Closing Date; provided, however, that if the Termination Date but prior occurs during the Closed Period, the Exit Fee shall be an amount equal to the second anniversary sum of one percent (1.0%) multiplied by the Effective Date or (z) 4.00% of Term Loan Commitment plus the aggregate principal amount of the Loans so prepaid, repaid, refinanced or replaced on or after the second anniversary of the Effective Date but prior to the third anniversary of the Effective Date. It is agreed, for the avoidance of doubt, that no exit fee shall be payable until after the first anniversary of the Effective Date. All such amounts payable pursuant to this Section 2.8(c) shall be interest which would have been due and payable on from the date Termination Date through the end of the applicable prepaymentClosed Period, repayment or refinancing. For purposes of this Section 2.8(c), assuming a prepayment pursuant Base Rate equal to Section 2.8(a) shall include any prepayment or repayment the Base Rate as a result of the occurrence Termination Date. Notwithstanding the foregoing, if (i) the Term Loan is repaid with the proceeds of any Event an acquisition or refinancing mortgage loan facility provided by Xxxxxxx Xxxxx with respect to both Projects or (ii) Xxxxxxx Xxxxx fails to deliver a term sheet with respect to providing such mortgage loan facility within thirty (30) days after receipt from Borrowers of Default (including as a result of any acceleration of any Loan and/or the occurrence of any Event of Default upon any bankruptcy, insolvency or similar proceeding under any Debtor Relief Law)written request for a term sheet, the foreclosure or enforcement of any Lien on, or sale of, any Collateral pursuant to any Loan Document (including in any bankruptcy, insolvency or similar proceeding under any Debtor Relief Law) or the repricing, restructuring, reorganization or compromise of any Loan in connection with the confirmation of a plan of reorganization or any other plan of compromise, restructuring or arrangement in any bankruptcy, insolvency or similar proceeding under any Debtor Relief LawExit Fee will be waived.

Exit Fee. In If, the event that the Borrower prepaysBorrowers prepay, repaysrepay, replaces satisfy or refinances otherwise discharge, for any reason, all or any portion part of the Loans principal balance of any Loan (including any mandatory prepayment pursuant to Sections 2.8(a) Section 2.10 or 2.8(b)(i)if such payment is made voluntarily, (iiand including any payment or distribution made in connection with any bankruptcy or insolvency proceeding with respect to the Company or any Subsidiary thereof), or (iv) if the Loans are accelerated or otherwise effectuates become immediately due and payable for any reason, whether as a prepayment, repayment, replacement result of an acceleration following an Event of Default or refinancing of all otherwise (including in connection with any bankruptcy or insolvency proceeding with respect to the Company or any portion of the Loans under this AgreementSubsidiary thereof), the Borrower Borrowers shall pay to the Administrative Agent, for the ratable account benefit of each all Lenders entitled to a portion of such prepayment, repayment, satisfaction or discharge, together with the principal balance being repaid, prepaid, satisfied or discharged, or which has been accelerated or otherwise become immediately due and payable an amount equal to two percent (2%) of the Lendersprincipal sum repaid, prepaid or accelerated (such amount, the “Exit Fee”), which shall be immediately due and payable upon (i) an exit fee of (x) 0.00% of the aggregate principal amount acceleration of the Loans so prepaid, repaid, refinanced (including in connection with any bankruptcy or replaced prior insolvency proceeding with respect to the first anniversary Company or any Subsidiary thereof) or (ii) full repayment, prepayment, satisfaction or discharge of the Effective Date, (y) 2.00% of the Loans. The aggregate principal amount of the Loans so prepaid, repaid, refinanced or replaced on or after the first anniversary of the Effective Date but prior to the second anniversary of the Effective Date or (z) 4.00% of the aggregate principal amount of the Loans so prepaid, repaid, refinanced or replaced on or after the second anniversary of the Effective Date but prior to the third anniversary of the Effective Date. It is agreed, for the avoidance of doubt, Exit Fees that no exit fee shall be payable until after the first anniversary of the Effective Date. All such amounts payable pursuant to this Section 2.8(c) shall be due and payable on owing to the date Lenders upon the repayment or prepayment of the applicable prepayment, repayment or refinancing. For purposes of this Section 2.8(c), a prepayment pursuant to Section 2.8(a) shall include any prepayment or repayment as a result of the occurrence of any Event of Default (including as a result of any acceleration of any Loan and/or the occurrence of any Event of Default upon any bankruptcy, insolvency or similar proceeding under any Debtor Relief Law), the foreclosure or enforcement of any Lien on, or sale of, any Collateral pursuant to any Loan Document (including in any bankruptcy, insolvency or similar proceeding under any Debtor Relief Law) or the repricing, restructuring, reorganization or compromise of any Loan Loans in connection with a Permitted Sale (as defined in the confirmation of a plan of reorganization or any other plan of compromiseWarrants) shall be reduced, restructuring or arrangement but not, in any bankruptcycase, insolvency or similar proceeding under any Debtor Relief Lawto an amount that is less than $0, by an amount equal to the aggregate of the Immediate Exercise Values realized by the holders of the Warrants (as certified by the Borrowers to the Administrative Agent in connection with such prepayment).

Exit Fee. In Upon the Termination Date, Borrower shall pay an exit fee (the “Exit Fee”) to Agent, for the benefit of Lenders, which Exit Fee shall be deemed fully earned and non-refundable on the Termination Date, in the amount calculated as follows: (i) in the event that the Borrower prepaysAcer-001 Approval Date or the Termination Date occurs on or before September 30, repays, replaces or refinances all or any portion of the Loans pursuant to Sections 2.8(a) or 2.8(b)(i), (ii), or (iv) or otherwise effectuates a prepayment, repayment, replacement or refinancing of all or any portion of the Loans under this Agreement2022, the Borrower shall pay additional amount that would be needed to be paid such that the Administrative sum of (w) such Exit Fee, plus (x) the Origination Fee, plus (y) aggregate payments actually made in cash to Agent, for the ratable account benefit of each Lenders, on or prior to such date in respect of the Lenders, an exit fee of (x) 0.00% of the aggregate principal amount of the Loans so prepaidTerm Loan (excluding, repaidin each case, refinanced any amounts paid in respect of costs, indemnifications or replaced prior reimbursements, any amounts realized by Agent and Lenders in connection with the Closing Date Warrant and/or any fees paid to Agent and Lenders other than the first anniversary of Exit Fee and the Effective DateOrigination Fee), (y) 2.00% of the aggregate principal amount of the Loans so prepaid, repaid, refinanced or replaced on or after the first anniversary of the Effective Date but prior to the second anniversary of the Effective Date or plus (z) 4.00% of the aggregate principal amount interest payments actually made in cash to Agent, for the benefit of the Loans so prepaidLenders, repaid, refinanced or replaced on or after the second anniversary of the Effective Date but prior to the third anniversary of the Effective Date. It is agreedsuch date (excluding, for the avoidance of doubt, that no exit fee shall be payable until after any interest accrued at the first anniversary Default Rate), results in an amount equal to one and three tenths (1.3) times the aggregate, outstanding principal balance of the Effective Date. All Term Loan (inclusive, for the avoidance of doubt, any and all PIK Amounts); or (ii) in the event that the Acer-001 Approval Date and the Termination Date occur after September 30, 2022, the additional amount that would be needed to be paid such amounts payable pursuant that the sum of (w) such Exit Fee, plus (x) the Origination Fee, plus (y) aggregate payments actually made in cash to this Section 2.8(c) shall be due and payable Agent, for the benefit of Lenders, on the or prior to such date in respect of the applicable prepayment, repayment or refinancing. For purposes of this Section 2.8(c), a prepayment pursuant to Section 2.8(a) shall include any prepayment or repayment as a result principal amount of the occurrence of any Event of Default Term Loan (including as a result of any acceleration of any Loan and/or the occurrence of any Event of Default upon any bankruptcyexcluding, insolvency or similar proceeding under any Debtor Relief Law), the foreclosure or enforcement of any Lien on, or sale ofin each case, any Collateral pursuant to amounts paid in respect of costs, indemnifications or reimbursements, any Loan Document (including in any bankruptcy, insolvency or similar proceeding under any Debtor Relief Law) or the repricing, restructuring, reorganization or compromise of any Loan amounts realized by Agent and Lenders in connection with the confirmation Closing Date Warrant and/or any fees paid to Agent and Lenders other than the Exit Fee and the Origination Fee), plus (z) the aggregate interest payments actually made in cash to Agent, for the benefit of a plan Lenders, on or prior to such date (excluding, for the avoidance of reorganization or doubt, any other plan interest accrued at the Default Rate), results in an amount equal to one and five tenths (1.5) times the aggregate, outstanding principal balance of compromisethe Term Loan (inclusive, restructuring or arrangement in for the avoidance of doubt, any bankruptcy, insolvency or similar proceeding under any Debtor Relief Lawand all PIK Amounts).