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 the Exit Fee in connection with such replacement in the amount that would have been payable in respect accept any prepayment of the Term Loans of such Non-Consenting Loan unless and until Borrowers shall have complied with this Section 2.8, and (B) Lender under this clause (b)(i) had such Term Loans been the subject of a voluntary prepayment at such time; provided, that after shall have no obligation to release any such Loan Document upon payment of the Debt unless and until Lender shall have received the entire 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 LoansFee.

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.

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 the Exit Fee in connection with such replacement in the amount that would have been payable in respect accept any prepayment of the Term Loans of such Non-Consenting Loan unless and until Borrowers shall have complied with this Section 2.8, and (B) Lender under this clause (b)(i) had such Term Loans been the subject of a voluntary prepayment at such time; provided, that after shall have no obligation to release any such Loan Document upon payment of the Debt unless and until Lender shall have received the entire 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 LoansFee.