Common use of Exit Fees Clause in Contracts

Exit Fees. (i) If all or any part of the principal balance of any Loan is paid in whole or in part for any reason on or after the Stated Maturity Date (whether voluntary or mandatory, and whether before or after acceleration of the Obligations or the commencement of any Insolvency Proceeding, but in any event including any such prepayment in connection with (I) a Change of Control, (II) an acceleration of the Obligations as a result of the occurrence of an Event of Default, (III) foreclosure and sale of, or collection of, the Collateral, (IV) sale of the Collateral in any Insolvency Proceeding, (V) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, or (VI) the termination of this Agreement for any reason), Borrowers shall pay to Administrative Agent, for the benefit of all Lenders entitled to a portion of such prepayment or repayment, as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Loans, an exit fee (the “Exit Fee”) equal to the amount of such prepayment or repayment multiplied by the applicable Exit Fee Percentage as of the date of such prepayment or repayment. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Non-Consenting Lender is replaced pursuant to Section 2.22 on or after the Stated Maturity Date due to such Lender’s failure to approve a consent, waiver, or amendment, such Non-Consenting Lender shall be entitled to receive the Exit Fee in connection with such replacement in the amount that would have been payable in respect of the Term Loans of such Non-Consenting Lender under this clause (b)(i) had such Term Loans been the subject of a voluntary prepayment at such time; provided, that after any such payment of the Exit Fee to such Non-Consenting Lender pursuant to this sentence, the Exit Fee with respect to that portion of the Term Loans shall be deemed fully satisfied, and notwithstanding anything to the contrary in this clause (b), the Borrowers shall not be required to pay any additional Exit Fee on or after such date with respect to that portion of the Term Loans.

Exit Fees. (ia) If In all or any part of the principal balance of any Loan is paid in whole or in part for any reason on or after the Stated Maturity Date (whether voluntary or mandatory, events and whether before or after acceleration of the Obligations or the commencement of any Insolvency Proceeding, but in any event including any such prepayment in connection with (I) a Change of Control, (II) an acceleration of the Obligations as a result of the occurrence of an Event of Default, (III) foreclosure and sale of, or collection of, the Collateral, (IV) sale of the Collateral in any Insolvency Proceeding, (V) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, or (VI) the termination of this Agreement for any reason)under all circumstances, Borrowers shall (in addition to all other amounts which may then be payable to Lender hereunder) be obligated to pay to Administrative Agent, for the benefit of all Lenders entitled to a portion of such prepayment or repayment, as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Loans, Lender an exit fee (the “Exit Fee”) as follows: (i) subject to the following clause (ii) and (iii), upon any (and each) partial prepayment of the Loan (including, without limitation, any voluntary prepayment pursuant to the provisions of Section 2.4 (including, without limitation, any prepayment made from the proceeds of any Release Parcel Price or IP Release Price) or otherwise, and/or any application of amounts to the Debt or any portion thereof following an Event of Default), Borrowers shall pay an Exit Fee (in addition to the principal amount prepaid or repaid) in an amount equal to two percent (2.00%) of the principal amount prepaid or repaid; (ii) upon any (and each) application of any Net Proceeds to the Debt in accordance with the terms of this Agreement, Borrowers shall pay an Exit Fee in an amount (in addition to the Net Proceeds so applied) equal to two percent (2.00%) of such Net Proceeds; and (iii) upon any repayment in full of the Debt or the acceleration thereof in accordance with the terms hereof or of any other Loan Documents, Borrowers shall pay to Lender an Exit Fee (in addition to the principal amount of the Debt repaid) equal to the principal amount of such prepayment or repayment the Debt so repaid multiplied by the applicable Exit Fee Percentage as two percent (2.00%). In furtherance of the date of such prepayment or repayment. Notwithstanding anything to the contrary contained in this Agreementforegoing, to the extent each Borrower expressly acknowledges and agrees that any Non-Consenting Lender is replaced pursuant to Section 2.22 on or after the Stated Maturity Date due to such Lender’s failure to approve a consent, waiver, or amendment, such Non-Consenting (A) Lender shall be entitled have no obligation to receive accept any prepayment of the Loan unless and until Borrowers shall have complied with this Section 2.8, and (B) Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. (b) Each Borrower expressly acknowledges and agrees that the Exit Fee in connection with such replacement in (i) shall constitute additional consideration for the amount that would have been payable in respect of the Term Loans of such Non-Consenting Lender under this clause (b)(i) had such Term Loans been the subject of a voluntary prepayment at such time; provided, that after any such payment of the Exit Fee to such Non-Consenting Lender pursuant to this sentence, the Exit Fee with respect to that portion of the Term Loans shall be deemed fully satisfiedLoan, and notwithstanding anything to (ii) shall, upon payment, be the contrary in this clause (b), the Borrowers shall not be required to pay any additional Exit Fee on or after such date with respect to that portion sole and exclusive property of the Term LoansLender.

Exit Fees. (i) If all Subject to Section 2.07(c)(ii), on any date on which any Loans are prepaid or any part of the principal balance of any Loan is paid in whole repaid (including pursuant to Section 2.03, 2.05 or in part for any reason on or after the Stated Maturity Date (whether voluntary or mandatory, and whether before or after acceleration of the Obligations 2.12 ) or the commencement of any Insolvency Proceeding, but in any event NM Commitments are terminated or reduced (including any such prepayment in connection with (I) a Change of Control, (II) an acceleration of the Obligations as a result of the occurrence of an Event of Default, (III) foreclosure and sale of, or collection ofpursuant to Section 2.04), the Collateral, (IV) sale of the Collateral in any Insolvency Proceeding, (V) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, or (VI) the termination of this Agreement for any reason), Borrowers shall pay to Administrative Agent, for each Appropriate Lender its pro rata share of the benefit of all Lenders entitled Exit Fee applicable to a portion of such prepayment or repayment, as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Loans, an exit fee (the “Exit Fee”) equal to the amount of such prepayment or repayment multiplied by of Loans or termination or permanent reduction of NM Commitments, as the applicable Exit Fee Percentage as of the date of such prepayment or repayment. case may be. (ii) Notwithstanding anything to the contrary contained in this AgreementSection 2.07(c)(i), to the extent that if any Non-Consenting Lender is replaced pursuant to Section 2.22 on or after the Stated Maturity Date due to such Lender’s failure to approve a consent, waiver, or amendment, such Non-Consenting Lender shall be entitled to receive the Exit Fee 3.07(a) (A) in connection with such replacement any amendment to extend the Maturity Date as provided in Section 2.05(a) (x) that has not been approved by the amount that would have been payable Required Class Lenders in respect of the Term NM Loans (calculated, for the avoidance of doubt, without taking into account such Non-Consenting replacement), such replaced Lender under this clause (b)(i) had such Term Loans been the subject and each other Lender of a voluntary prepayment at such time; provided, that after any such payment of the Exit Fee to such Non-Consenting Lender pursuant to this sentence, the each Class shall be paid an Exit Fee with respect to its Loans and NM Commitments, if any, outstanding on the date of such replacement as if such Loans were being prepaid or repaid and such NM Commitments, if any, were being terminated or permanently reduced on such date or (y) that portion has been approved by the Required Class Lenders in respect of the Term NM Loans shall be deemed fully satisfied(calculated, and notwithstanding anything to for the contrary in this clause (bavoidance of doubt, without taking into account such replacement), the Borrowers such replaced Lender shall not be required to pay any additional paid an Exit Fee hereunder (and, for the avoidance of doubt, the Exit Fees of each other Lender of each Class shall continue to be payable on the date of any prepayment or after repayment Loans or termination or permanent reduction of NM Commitments, as the case may be, pursuant to Section 2.07(c)(i)) or (B) in connection with any other amendment, modification or waiver, such replaced Lender shall not be paid an Exit Fee hereunder (and, for the avoidance of doubt, the Exit Fees of each other Lender of each Class shall continue to be payable on the date with respect of any prepayment or repayment Loans or termination or permanent reduction of NM Commitments, as the case may be, pursuant to that portion of the Term LoansSection 2.07(c)(i)). All Exit Fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

Exit Fees. (ia) If In all or any part of the principal balance of any Loan is paid in whole or in part for any reason on or after the Stated Maturity Date (whether voluntary or mandatory, events and whether before or after acceleration of the Obligations or the commencement of any Insolvency Proceeding, but in any event including any such prepayment in connection with (I) a Change of Control, (II) an acceleration of the Obligations as a result of the occurrence of an Event of Default, (III) foreclosure and sale of, or collection of, the Collateral, (IV) sale of the Collateral in any Insolvency Proceeding, (V) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, or (VI) the termination of this Agreement for any reason)under all circumstances, Borrowers shall (in addition to all other amounts which may then be payable to Lender hereunder) be obligated to pay to Administrative Agent, for the benefit of all Lenders entitled to a portion of such prepayment or repayment, as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Loans, Lender an exit fee (the “Exit Fee”) as follows: (i) subject to the following clause (ii) and (iii), upon any (and each) partial prepayment of the Loan (including, without limitation, any voluntary prepayment pursuant to the provisions of Section 2.4 (including, without limitation, any prepayment made from the proceeds of any Release Parcel Price or IP Release Price) or otherwise, and/or any application of amounts to the Debt or any portion thereof following an Event of Default), Borrowers shall pay an Exit Fee (in addition to the principal amount prepaid or repaid) in an amount equal to one and one half percent (1.50%) of the principal amount prepaid or repaid; (ii) upon any (and each) application of any Net Proceeds to the Debt in accordance with the terms of this Agreement, Borrowers shall pay an Exit Fee in an amount (in addition to the Net Proceeds so applied) equal to one and one half percent (1.50%) of such Net Proceeds; and (iii) upon any repayment in full of the Debt or the acceleration thereof in accordance with the terms hereof or of any other Loan Documents, Borrowers shall pay to Lender an Exit Fee (in addition to the principal amount of the Debt repaid) equal to the principal amount of such prepayment or repayment the Debt so repaid multiplied by the applicable Exit Fee Percentage as one and one-half percent (1.50%). In furtherance of the date of such prepayment or repayment. Notwithstanding anything to the contrary contained in this Agreementforegoing, to the extent each Borrower expressly acknowledges and agrees that any Non-Consenting Lender is replaced pursuant to Section 2.22 on or after the Stated Maturity Date due to such Lender’s failure to approve a consent, waiver, or amendment, such Non-Consenting (A) Lender shall be entitled have no obligation to receive accept any prepayment of the Loan unless and until Borrowers shall have complied with this Section 2.8, and (B) Lender shall have no obligation to release any Loan Document upon payment of the Debt unless and until Lender shall have received the entire Exit Fee. (b) Each Borrower expressly acknowledges and agrees that the Exit Fee in connection with such replacement in (i) shall constitute additional consideration for the amount that would have been payable in respect of the Term Loans of such Non-Consenting Lender under this clause (b)(i) had such Term Loans been the subject of a voluntary prepayment at such time; provided, that after any such payment of the Exit Fee to such Non-Consenting Lender pursuant to this sentence, the Exit Fee with respect to that portion of the Term Loans shall be deemed fully satisfiedLoan, and notwithstanding anything to (ii) shall, upon payment, be the contrary in this clause (b), the Borrowers shall not be required to pay any additional Exit Fee on or after such date with respect to that portion sole and exclusive property of the Term LoansLender.

Exit Fees. (i) If all or any part of the principal balance of any Loan is paid in whole or in part for any reason on at any time during the term of the Term Loans or after the Stated Maturity Date at maturity (including, but not limited to, whether voluntary or mandatory, and whether before or after acceleration of the Obligations or the commencement of any Insolvency Proceeding, but in any event including any such prepayment in connection with (I) a Change of Control, (II) an acceleration of the Obligations as a result of the occurrence of an Event of Default, (III) foreclosure and sale of, or collection of, the Collateral, (IV) sale of the Collateral in any Insolvency Proceeding, (V) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, or (VI) the termination of this Agreement for any reason), Borrowers Borrower shall pay to Administrative Agent, for the benefit of all Lenders entitled to a portion of such prepayment or repayment, as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Loans, an exit fee (the “Exit Fee”) equal to the amount of such prepayment or repayment multiplied by the applicable Exit Fee Percentage as of the date of such prepayment or repaymentone percent (1.00%). Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Non-Consenting Lender is replaced pursuant to Section 2.22 on or after the Stated Maturity Date due to such Lender’s failure to approve a consent, waiver, or amendment, such Non-Consenting Lender shall be entitled to receive the Exit Fee in connection with such replacement in the amount that would have been payable in respect of the Term Loans of such Non-Consenting Lender under this clause (b)(i) had such Term Loans been the subject of a voluntary prepayment at such time; provided, that after any such payment of the Exit Fee to such Non-Consenting Lender pursuant to this sentence, the Exit Fee with respect to that portion of the Term Loans shall be deemed fully satisfied, and notwithstanding anything to the contrary in this clause (b), the Borrowers Borrower shall not be required to pay any additional Exit Fee on or after such date with respect to that portion of the Term Loans. (ii) Without limiting the generality of the foregoing, it is understood and agreed that if the Obligations are accelerated prior to the Maturity Date for any reason, including because of default, the commencement of any Insolvency Proceeding or other proceeding pursuant to any applicable debtor relief laws, sale, disposition, or encumbrance (including that by operation of law or otherwise), the Exit Fee, determined as of the date of acceleration, will also be due and payable as though said Obligations were 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 Lender’s lost profits as a result thereof. The Exit Fee payable in accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, and Borrower agrees that it is reasonable under the circumstances. The Exit Fee shall also be payable in the event the Obligations (and/or this Agreement or the Notes evidencing the Obligations) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure, or by any other means. BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING EXIT FEE IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees that: (A) the Exit Fee is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (B) the Exit 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 Borrower giving specific consideration in this transaction for such agreement to pay the Exit Fee, and (D) Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Borrower expressly acknowledges that its agreement to pay the Exit Fee as herein described is a material inducement to the Lenders to provide the Commitments and make the Loans.