Common use of Loan Call Protection Clause in Contracts

Loan Call Protection. All prepayments of the Term Loans made or required to be made prior to the third anniversary of the Closing Date (whether voluntary or mandatory, as applicable, and whether before or after acceleration of the Obligations or the commencement of any bankruptcy or insolvency proceeding, but excluding mandatory prepayments made pursuant to Section 2.10(e) and (f) shall be subject to a premium (to be paid to Administrative Agent for the benefit of the Term Loan Lenders as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Loans) (the “Applicable Prepayment Premium”) equal to the amount of such prepayment multiplied by (I) three percent (3.0%), with respect to prepayments made on or after the Closing Date but prior to the first anniversary of the Closing Date, (II) two percent (2.0%) with respect to prepayments made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, (III) one percent (1.0%) with respect to prepayments made on or after the second anniversary of the Closing Date but prior to the third anniversary of the Closing Date and (IV) thereafter zero percent (0.0%); provided that, notwithstanding the foregoing, no prepayments made pursuant to Section 2.10(c) shall be subject to any Applicable Prepayment Premium unless and except to the extent that Asset Sales are consummated that result in Net Cash Proceeds in excess of an amount equal to 25% of the aggregate principal amount of the Term Loans outstanding on the Closing Date. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Non-Consenting Lender is replaced pursuant to Section 10.02(e) due to such Lender’s failure to approve a consent, waiver or amendment, as the case may be, such Non-Consenting Lender shall be entitled to receive a premium in connection with such replacement or prepayment in the amount that would have been payable in respect of the Term Loans of such Non-Consenting Lender, as applicable, under this clause (j) had such Term Loans been the subject of a voluntary prepayment at such time. On or after the third anniversary of the Closing Date, no premiums shall be payable pursuant to this Section 2.10(j) in connection with any prepayments of the Term Loans other than LIBOR funding breakage costs as required under the terms of this Agreement.

Loan Call Protection. All prepayments of the Term Loans made or required to be made prior to the third anniversary of the Closing Date (whether voluntary or mandatory, as applicable, and whether before or after acceleration of the Obligations or the commencement of any bankruptcy or insolvency proceeding, but excluding mandatory prepayments made pursuant to Section 2.10(e) and (f) ), shall be subject to a premium (to be paid to the Administrative Agent for the benefit of the Term Loan Lenders as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Loans) (the “Applicable Prepayment Premium”) equal to the principal amount of such prepayment multiplied by (I) three percent (3.0%), with respect to prepayments made on or after the Closing Date but prior to the first anniversary of the Closing Date, (II) two one percent (2.01.00%) with respect to prepayments made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, (III) three quarters of one percent (1.00.75%) with respect to prepayments made on or after the second anniversary of the Closing Date but prior to the third anniversary of the Closing Date and (IV) thereafter zero percent (0.0%); provided that, notwithstanding the foregoing, (a) no prepayments made pursuant to Section 2.10(c) shall be subject to any Applicable Prepayment Premium unless and except to the extent that Asset Sales are consummated that result in Net Cash Proceeds in excess of an amount equal to 25% of the aggregate principal amount of the Term Loans outstanding on the Closing Date, (b) the Applicable Prepayment Premium shall not apply to the extent prepayments of Term Loans are made in connection with any transaction that constitutes a Qualifying IPO or Change of Control, (c) no Applicable Prepayment Premium shall be payable as a result of any Loans becoming due and payable prior to the stated maturity thereof, whether as a result of an Event of Default (and the giving of any applicable notice and the passage of any applicable grace periods) and/or as the result of the commencement of any bankruptcy or insolvency proceeding or other proceeding pursuant to any debtor relief laws, and (d) for the avoidance of doubt, the Applicable Prepayment Premium shall not apply to voluntary prepayments of Loans to the extent constituting assignments to Sponsor Investors or Affiliated Debt Funds pursuant to Section 10.04(b)(v) (other than with respect to prepayments made pursuant to Section 10.02(e)). Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Non-Consenting Lender is replaced pursuant to Section 10.02(e) due to such Lender’s failure to approve a consent, waiver or amendment, as the case may be, such Non-Consenting Lender shall be entitled to receive a premium in connection with such replacement or prepayment in the amount that would have been payable in respect of the Term Loans of such Non-Consenting Lender, as applicable, under this clause (j) had such Term Loans been the subject of a voluntary prepayment at such time. On or after the third anniversary of the Closing Date, no premiums shall be payable pursuant to this Section 2.10(j) in connection with any prepayments of the Term Loans other than LIBOR LIBO Rate funding breakage costs as required under the terms of this Agreement.

Loan Call Protection. (i) All (i) optional prepayments of the Term Loans pursuant to Section 2.10(a) and (ii) all mandatory prepayments and repayments of the Term Loans pursuant to Sections 2.10(c) (but only if the asset sale giving rise to such repayment constituted the sale of all or substantially all of the assets of the Borrower and its Subsidiaries), (d) or (e) (but only if the casualty event giving rise to such repayment constituted the loss of all or substantially all of the assets of the Borrower and its Subsidiaries) or (iii) otherwise following any acceleration of the Obligations, in each case, made or required to be made prior to the third second anniversary of the Closing Date (whether voluntary or mandatory, as applicable, and whether before or after an Event of Default, an acceleration of the Obligations or the commencement of any bankruptcy or insolvency proceeding), but excluding mandatory prepayments made pursuant to Section 2.10(e) and (f) shall be subject to a premium (to be paid to the Administrative Agent for the benefit of the Term Loan Lenders as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Term Loans) (the “Applicable Prepayment Premium”) equal to the amount of such prepayment multiplied by (I) three percent (3.0%), with respect to prepayments made on or after the Closing Date but prior to the first anniversary of the Closing Date, (II) two percent (2.0%) with respect to prepayments made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, (III) one percent (1.0%) with respect to prepayments made on or after the second anniversary of the Closing Date but prior to the third anniversary of the Closing Date and (IV) thereafter zero percent (0.0%); provided that, notwithstanding the foregoing, no prepayments made pursuant to Section 2.10(c) shall be subject to any Applicable Prepayment Premium unless and except to the extent that Asset Sales are consummated that result in Net Cash Proceeds in excess of an amount equal to 25% of the aggregate principal amount of the Term Loans outstanding on the Closing DatePremium. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Non-Consenting Lender is replaced pursuant to Section 10.02(e) due to such Lender’s failure to approve a consent, waiver or amendment, as the case may be, such Non-Consenting Lender shall be entitled to receive a premium in connection with such replacement or prepayment in the amount that would have been payable in respect of the Term Loans of such Non-Consenting Lender, as applicable, under this clause (jk) had such Term Loans been the subject of a voluntary prepayment at such time. On or after the third second anniversary of the Closing Date, no premiums shall be payable pursuant to this Section 2.10(j2.10(k) in connection with any prepayments of the Term Loan. The Applicable Prepayment Premium shall be fully earned and payable with respect to the full outstanding principal amount of the Term Loans other than LIBOR funding breakage costs at the time of any acceleration or commencement of any bankruptcy or insolvency proceeding or termination prior to the second anniversary of the Closing Date. The Applicable Prepayment Premium, if any, 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 required to a reasonable calculation of each Lender’s lost profits as a result thereof, any Applicable Prepayment Premium payable shall be presumed to by the liquidated damages sustained by each Lender as the result of the early termination and/or repayment of the Term Loans and Borrower agrees that it is reasonable under the terms of this Agreementcircumstances currently existing.

Loan Call Protection. (i) All (i) optional prepayments of the Term Loans pursuant to Section 2.10(a) and (ii) all mandatory prepayments and repayments of the Loans pursuant to Section 2.10(d) or (iii) otherwise following any acceleration of the Obligations, in each case, made or required to be made prior to the third anniversary of the Closing Date (whether voluntary or mandatory, as applicable, and whether before or after an Event of Default, an acceleration of the Obligations or the commencement of any bankruptcy or insolvency proceeding), but excluding mandatory prepayments made pursuant to Section 2.10(e) and (f) shall be subject to a premium (to be paid to the Administrative Agent for the benefit of the Term Loan Lenders as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Loans) (equal to the “Applicable Prepayment Premium”) equal to the amount of such prepayment multiplied by (I) three percent (3.0%), with respect to prepayments made on or after the Closing Date but prior to the first anniversary of the Closing Date, (II) two percent (2.0%) with respect to prepayments made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, (III) one percent (1.0%) with respect to prepayments made on or after the second anniversary of the Closing Date but prior to the third anniversary of the Closing Date and (IV) thereafter zero percent (0.0%); provided that, notwithstanding the foregoing, no prepayments made pursuant to Section 2.10(c) shall be subject to any Applicable Prepayment Premium unless and except to the extent that Asset Sales are consummated that result in Net Cash Proceeds in excess of an amount equal to 25% of the aggregate principal amount of the Term Loans outstanding on the Closing Date. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Non-Consenting Lender is replaced pursuant to Section 10.02(e) due to such Lender’s failure to approve a consent, waiver or amendment, as the case may be, such Non-Non- Consenting Lender shall be entitled to receive a premium in connection with such replacement or prepayment in the amount that would have been payable in respect of the Term Loans of such Non-Consenting Lender, as applicable, under this clause (jk) had such Term Loans been the subject of a voluntary prepayment at such time. On or after the third anniversary of the Closing Date, no premiums shall be payable pursuant to this Section 2.10(j2.10(k) in connection with any prepayments of the Term Loans. The Applicable Prepayment Premium shall be fully earned and payable with respect to the full outstanding principal amount of the Loans other than LIBOR funding breakage costs at the time of any acceleration or commencement of any bankruptcy or insolvency proceeding or termination prior to the third anniversary of the Closing Date. The Applicable Prepayment Premium, if any, 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 required to a reasonable calculation of each Lender’s lost profits as a result thereof, any Applicable Prepayment Premium payable shall be presumed to by the liquidated damages sustained by each Lender as the result of the early termination and/or repayment of the Loans and Borrower agrees that it is reasonable under the terms of this Agreementcircumstances currently existing. (ii) [Reserved].

Loan Call Protection. (i) All (i) optional prepayments of the Term Loans pursuant to Section 2.10(a) and (ii) all mandatory prepayments and repayments of the Loans pursuant to Sections 2.10(c), (d) or (e) or (iii) otherwise following any acceleration of the Obligations, in each case, made or required to be made prior to the third second anniversary of the Closing Date (whether voluntary or mandatory, as applicable, and whether before or after an Event of Default, an acceleration of the Obligations or the commencement of any bankruptcy or insolvency proceeding), but excluding mandatory prepayments made pursuant to Section 2.10(e) and (f) shall be subject to a premium (to be paid to the Administrative Agent for the benefit of the Term Loan Lenders as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Loans) (equal to the “Applicable Prepayment Premium”) equal to the amount of such prepayment multiplied by (I) three percent (3.0%), with respect to prepayments made on or after the Closing Date but prior to the first anniversary of the Closing Date, (II) two percent (2.0%) with respect to prepayments made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, (III) one percent (1.0%) with respect to prepayments made on or after the second anniversary of the Closing Date but prior to the third anniversary of the Closing Date and (IV) thereafter zero percent (0.0%); provided that, notwithstanding the foregoing, no prepayments made pursuant to Section 2.10(c) shall be subject to any Applicable Prepayment Premium unless and except to the extent that Asset Sales are consummated that result in Net Cash Proceeds in excess of an amount equal to 25% of the aggregate principal amount of the Term Loans outstanding on the Closing Date. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Non-Consenting Lender is replaced pursuant to Section 10.02(e) due to such Lender’s failure to approve a consent, waiver or amendment, as the case may be, such Non-Consenting Lender shall be entitled to receive a premium in connection with such replacement or prepayment in the amount that would have been payable in respect of the Term Loans of such Non-Consenting Lender, as applicable, under this clause (jk) had such Term Loans been the subject of a voluntary prepayment at such time. On or after the third second anniversary of the Closing Date, no premiums shall be payable pursuant to this Section 2.10(j2.10(k) in connection with any prepayments of the Term Loans. The Applicable Prepayment Premium shall be fully earned and payable with respect to the full outstanding principal amount of the Loans other than LIBOR funding breakage costs at the time of any acceleration or commencement of any bankruptcy or insolvency proceeding or termination prior to the second anniversary of the Closing Date. The Applicable Prepayment Premium, if any, 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 required to a reasonable calculation of each Lender’s lost profits as a result thereof, any Applicable Prepayment Premium payable shall be presumed to by the liquidated damages sustained by each Lender as the result of the early termination and/or repayment of the Loans and Borrower agrees that it is reasonable under the terms of this Agreementcircumstances currently existing.

Loan Call Protection. All prepayments of the Term Loans made or required to be made prior to the third anniversary of the Closing Date (whether voluntary or mandatory, as applicable, and whether before or after acceleration of the Obligations or the commencement of any bankruptcy or insolvency proceeding, but excluding mandatory prepayments made pursuant to Section 2.10(e) and (f) ), shall be subject to a premium (to be paid to Administrative Agent for the benefit of the Term Loan Lenders as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Loans) (the “Applicable Prepayment Premium”) equal to the principal amount of such prepayment multiplied by (I) three percent (3.0%), with respect to prepayments made on or after the Closing Date but prior to the first anniversary of the Closing Date, (II) two one and a half percent (2.01.50%) with respect to prepayments made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, (III) three quarters of one percent (1.00.75%) with respect to prepayments made on or after the second anniversary of the Closing Date but prior to the third anniversary of the Closing Date and (IV) thereafter zero percent (0.0%); provided that, notwithstanding the foregoing, (a) no prepayments made pursuant to Section 2.10(c) shall be subject to any Applicable Prepayment Premium unless and except to the extent that Asset Sales are consummated that result in Net Cash Proceeds in excess of an amount equal to 25% of the aggregate principal amount of the Term Loans outstanding on the Closing Date, (b) the Applicable Prepayment Premium shall not apply to the extent prepayments of Term Loans are made in connection with any transaction that constitutes a Qualifying IPO or Change of Control and (c) for the avoidance of doubt, the Applicable Prepayment Premium shall not apply to voluntary prepayments of Loans to the extent constituting assignments to Sponsor Investors or Affiliated Debt Funds pursuant to Section 10.04(b)(v) (other than with respect to prepayments made pursuant to Section 10.02(e)). Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Non-Consenting Lender is replaced pursuant to Section 10.02(e) due to such Lender’s failure to approve a consent, waiver or amendment, as the case may be, such Non-Consenting Lender shall be entitled to receive a premium in connection with such replacement or prepayment in the amount that would have been payable in respect of the Term Loans of such Non-Consenting Lender, as applicable, under this clause (j) had such Term Loans been the subject of a voluntary prepayment at such time. On or after the third anniversary of the Closing Date, no premiums shall be payable pursuant to this Section 2.10(j) in connection with any prepayments of the Term Loans other than LIBOR LIBO Rate funding breakage costs as required under the terms of this Agreement.

Loan Call Protection. (i) All (i) optional prepayments of the Term Loans pursuant to Section 2.10(a) and (ii) all mandatory prepayments and repayments of the Loans pursuant to Sections 2.10(c) (except for mandatory prepayments in connection with a Casualty Event), (d) or (e) or (iii) otherwise following any acceleration of the Obligations, in each case, made or required to be made prior to the third anniversary of the Closing Date (whether voluntary or mandatory, as applicable, and whether before or after an Event of Default, an acceleration of the Obligations or the commencement of any bankruptcy or insolvency proceeding), but excluding mandatory prepayments made pursuant to Section 2.10(e) and (f) shall be subject to a premium (to be paid to the Administrative Agent for the benefit of the Term Loan Lenders as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Loans) (equal to the “Applicable Prepayment Premium”) equal to the amount of such prepayment multiplied by (I) three percent (3.0%), with respect to prepayments made on or after the Closing Date but prior to the first anniversary of the Closing Date, (II) two percent (2.0%) with respect to prepayments made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, (III) one percent (1.0%) with respect to prepayments made on or after the second anniversary of the Closing Date but prior to the third anniversary of the Closing Date and (IV) thereafter zero percent (0.0%); provided that, notwithstanding the foregoing, no prepayments made pursuant to Section 2.10(c) shall be subject to any Applicable Prepayment Premium unless and except to the extent that Asset Sales are consummated that result in Net Cash Proceeds in excess of an amount equal to 25% of the aggregate principal amount of the Term Loans outstanding on the Closing Date. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Non-Consenting Lender is replaced pursuant to Section 10.02(e) due to such Lender’s failure to approve a consent, waiver or amendment, as the case may be, such Non-Consenting Lender shall be entitled to receive a premium in connection with such replacement or prepayment in the amount that would have been payable in respect of the Term Loans of such Non-Consenting Lender, as applicable, under this clause (jk) had such Term Loans been the subject of a voluntary prepayment at such time. On or after the third anniversary of the Closing Date, no premiums shall be payable pursuant to this Section 2.10(j2.10(k) in connection with any prepayments of the Term Loans. The Applicable Prepayment Premium shall be fully earned and payable with respect to the full outstanding principal amount of the Loans other than LIBOR funding breakage costs at the time of any acceleration or commencement of any bankruptcy or insolvency proceeding or termination prior to the third anniversary of the Closing Date. The Applicable Prepayment Premium, if any, 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 required to a reasonable calculation of each Lender’s lost profits as a result thereof, any Applicable Prepayment Premium payable shall be presumed to by the liquidated damages sustained by each Lender as the result of the early termination and/or repayment of the Loans and Borrower agrees that it is reasonable under the terms of this Agreementcircumstances currently existing.

Loan Call Protection. All prepayments In the event that the Borrowers (i) voluntarily prepay any Term Loans (including pursuant to Section 2.10(a) but excluding, for the avoidance of doubt, any voluntary assignment of any Term Loans to a Sponsor Investor, an Affiliated Debt Fund or any of Holdings, the Borrowers or any of their respective Subsidiaries, in each case pursuant to Section 10.04(b), except in the circumstances described in the succeeding paragraph) or (ii) prepay any Term Loans pursuant to Section 2.10(d), the Borrowers shall pay to the Administrative Agent, for the ratable account of each Lender, an amount equal to the principal amount of the Term Loans made or required to be made prior to held by such Lender that are so prepaid plus the third anniversary of applicable prepayment premium on the Closing Date (whether voluntary or mandatory, as applicable, and whether before or after acceleration of the Obligations or the commencement of any bankruptcy or insolvency proceeding, but excluding mandatory prepayments made pursuant to Section 2.10(e) and (f) shall be subject to a premium (to be paid to Administrative Agent for the benefit principal amount of the Term Loan Lenders Loans held by such Lender being so prepaid, as liquidated damages and compensation for determined in accordance with the costs of being prepared to make funds available hereunder with respect to the Loans) (the “following table: Prepayment Made During Period Applicable Prepayment Premium”) equal to the amount of such prepayment multiplied by (I) three percent (3.0%), with respect to prepayments made on Premium On or after the Closing Date and up to (but prior to not including) the first anniversary of the Closing Date, (II) two percent (2.0%) with respect to prepayments made on Date 2.0 % On or after the first anniversary of the Closing Date and up to (but prior to the second anniversary of the Closing Date, (IIInot including) one percent (1.0%) with respect to prepayments made on or after the second anniversary of the Closing Date but prior to 1.0 % On the third second anniversary of the Closing Date and (IV) thereafter zero percent (0.0%); provided that, notwithstanding the foregoing, no prepayments made pursuant to Section 2.10(c) shall be subject to any Applicable Prepayment Premium unless and except to the extent that Asset Sales are consummated that result in Net Cash Proceeds in excess of an amount equal to 250.0 % of the aggregate principal amount of the Term Loans outstanding on the Closing Date. Notwithstanding anything to the contrary contained in this Agreement, (i) to the extent that any Non-Consenting Lender is replaced pursuant to Section 10.02(e) due to such Lender’s failure to approve a consent2.16(b), waiver Section 2.21 or amendmentSection 10.02(f), as the case may be, such Non-Consenting each applicable Lender shall be entitled to receive a the applicable prepayment premium specified above in connection with such replacement replacement, payment or prepayment amendment in the amount that would have been payable in respect of the Term Loans of such Non-Consenting Lender, as applicable, Lender under this clause (j) had such Term Loans been the subject of a voluntary prepayment under Section 2.10(a) at such time. On or after time and (ii) the third anniversary of the Closing Date, no premiums applicable prepayment premium set forth above shall be become automatically due and payable pursuant to this Section 2.10(j) in connection with any prepayments upon an acceleration of the Term Loans other than LIBOR funding breakage costs at any time during any period described above as required under a result of any exercise of remedies by the terms of this AgreementAdministrative Agent and the Lenders.

Loan Call Protection. All prepayments of the Term Loans made or required to be made prior to the third anniversary of the Closing Date March 12, 2022 (whether voluntary or mandatory, as applicable, and whether before or after acceleration of the Obligations or the commencement of any bankruptcy or insolvency proceeding, but excluding mandatory prepayments made pursuant to Section 2.10(e) and (f) ), shall be subject to a premium (to be paid to the Administrative Agent for the benefit of the Term Loan Lenders as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Loans) (the “Applicable Prepayment Premium”) equal to the principal amount of such prepayment multiplied by (I) three percent (3.0%), with respect to prepayments made on or after the Closing Date but prior to the first anniversary of the Closing Date, (II) two one percent (2.01.00%) with respect to prepayments made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, (III) three quarters of one percent (1.00.75%) with respect to prepayments made on or after the second anniversary of the Closing Date but prior to the third anniversary of the Closing Date DateMarch 12, 2022 and (IV) thereafter zero percent (0.0%); provided that, notwithstanding the foregoing, (a) no prepayments made pursuant to Section 2.10(c) shall be subject to any Applicable Prepayment Premium unless and except to the extent that Asset Sales are consummated that result in Net Cash Proceeds in excess of an amount equal to 25% of the aggregate principal amount of the Term Loans outstanding on the Closing Date, (b) the Applicable Prepayment Premium shall not apply to the extent prepayments of Term Loans are made in connection with any transaction that constitutes a Qualifying IPO or Change of Control, (c) no Applicable Prepayment Premium shall be payable as a result of any Loans becoming due and payable prior to the stated maturity thereof, whether as a result of an Event of Default (and the giving of any applicable notice and the passage of any applicable grace periods) and/or as the result of the commencement of any bankruptcy or insolvency proceeding or other proceeding pursuant to any debtor relief laws, and (d) for the avoidance of doubt, the Applicable Prepayment Premium shall not apply to voluntary prepayments of Loans to the extent constituting assignments to Sponsor Investors or Affiliated Debt Funds pursuant to Section 10.04(b)(v) (other than with respect to prepayments made pursuant to Section 10.02(e)). Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Non-Consenting Lender is replaced pursuant to Section 10.02(e) due to such Lender’s failure to approve a consent, waiver or amendment, as the case may be, such Non-Consenting Lender shall be entitled to receive a premium in connection with such replacement or prepayment in the amount that would have been payable in respect of the Term Loans of such Non-Consenting Lender, as applicable, under this clause (j) had such Term Loans been the subject of a voluntary prepayment at such time. On or after the third anniversary of the Closing DateDateMarch 12, 2022, no premiums shall be payable pursuant to this Section 2.10(j) in connection with any prepayments of the Term Loans other than LIBOR LIBO Rate funding breakage costs as required under the terms of this Agreement.

Loan Call Protection. (i) All (i) optional prepayments of the Term Loans pursuant to Section 2.10(a) and (ii) all mandatory prepayments and repayments of the Term Loans pursuant to Sections 2.10(c) (but only if the asset sale giving rise to such repayment constituted the sale of all or substantially all of the assets of the Borrower and its Subsidiaries), (d) or (e) (but only if the casualty event giving rise to such repayment constituted the loss of all or substantially all of the assets of the Borrower and its Subsidiaries) or (iii) otherwise following any acceleration of the Obligations, in each case, made or required to be made prior to the third second anniversary of the Closing Date (whether voluntary or mandatory, as applicable, and whether before or after an Event of Default, an acceleration of the Obligations or the commencement of any bankruptcy or insolvency proceeding), but excluding mandatory prepayments made pursuant to Section 2.10(e) and (f) shall be subject to a premium (to be paid to the Administrative Agent for the benefit of the Term Loan Lenders as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Term Loans) (the “Applicable Prepayment Premium”) equal to the amount of such prepayment multiplied by (I) three percent (3.0%), with respect to prepayments made on or after the Closing Date but prior to the first anniversary of the Closing Date, (II) two percent (2.0%) with respect to prepayments made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, (III) one percent (1.0%) with respect to prepayments made on or after the second anniversary of the Closing Date but prior to the third anniversary of the Closing Date and (IV) thereafter zero percent (0.0%); provided that, notwithstanding the foregoing, no prepayments made pursuant to Section 2.10(c) shall be subject to any Applicable Prepayment Premium unless and except to the extent that Asset Sales are consummated that result in Net Cash Proceeds in excess of an amount equal to 25% of the aggregate principal amount of the Term Loans outstanding on the Closing DatePremium. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Non-Consenting Lender is replaced pursuant to Section 10.02(e) due to such Lender’s failure to approve a consent, waiver or amendment, as the case may be, such Non-Consenting Lender shall be entitled to receive a premium in connection with such replacement or prepayment in the amount that would have been payable in respect of the Term Loans of such Non-Consenting Lender, as applicable, under this clause (jk) had such Term Loans been the subject of a voluntary prepayment at such time. On or after the third second anniversary of the Closing Date, no premiums shall be payable pursuant to this Section 2.10(j2.10(k) in connection with any prepayments of the Term Loan. The Applicable Prepayment Premium shall be fully earned and payable with respect to the full outstanding principal amount of the Term Loans other than LIBOR funding breakage costs at the time of any acceleration or commencement of any bankruptcy or insolvency proceeding or termination prior to the second anniversary of the Closing Date. The Applicable Prepayment Premium, if any, 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 required under to a reasonable calculation of each Lender’s lost profits as a result thereof, any Applicable Prepayment Premium payable shall be presumed to by the terms liquidated damages sustained by each Lender as the result of this Agreement.the early 83 US-DOCS\133960081.2