Common use of Make-Whole Premium Clause in Contracts

Make-Whole Premium. Upon the occurrence of a Prepayment Fee Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of any Lenders of Class B Loans, the Prepayment Fee and any payments required under Section 2.13. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is understood and agreed that if the Class B Loans are accelerated as a result of the occurrence and continuance of any Event of Default (including by operation of law or otherwise), the Prepayment Fee, if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as through the Class B Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Prepayment Fee payable in accordance with this Section 2.4(d) shall be presumed to be equal to the liquidated damages sustained by the Lenders holding Class B Loans as the result of the occurrence of the Prepayment Fee Trigger Event, and the Loan Parties agree that it is reasonable under the circumstances currently existing. The Prepayment 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 PREPAYMENT FEE IN CONNECTION WITH ANY SUCH ACCELERATION. The Loan Parties expressly agree that (i) the Prepayment Fee is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Prepayment Fee shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders holding Class B Loans and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Prepayment Fee, (iv) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.4(d), (v) their agreement to pay the Prepayment Fee is a material inducement to the Lenders to provide and make the Class B Loans, and (vi) the Prepayment Fee represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders holding Class B Loans and that it would be impractical and extremely difficult to ascertain the actual amount of damages to such Lenders or profits lost by such Lenders as a result of such Prepayment Fee Trigger Event.” 2.5 Amendment to Section 2.16(b)(ii). Section 2.16(b)(ii) of the Credit Agreement is hereby amended and restated in its entirety as follows:

Make-Whole Premium. Upon Borrower acknowledges that (a) Lender is making the occurrence Loan in consideration of a Prepayment Fee Trigger Event, the Borrower shall pay receipt by Lender of all interest and other benefits intended to be conferred by the Loan Documents and (b) if payments of Principal are made to Lender prior to the Administrative AgentMake Whole Premium End Date, for the account of any Lenders of Class B Loansreason whatsoever, the Prepayment Fee and any payments required under Section 2.13. Notwithstanding anything to the contrary in this Agreement or any other Loan Documentwhether voluntary, it is understood and agreed that if the Class B Loans are accelerated as a result of Lender's acceleration of the occurrence and continuance of any Loan after an Event of Default (including Default, by operation of law or otherwise), Lender will not receive all such interest and other benefits and may, in addition, incur costs. For these reasons, and to induce Lender to make the Prepayment FeeLoan, Borrower agrees that all prepayments, if any, determined as whether voluntary or involuntary, will be accompanied by the Make Whole Premium applicable thereto. Such Make Whole Premium shall be required whether payment is made by Borrower, by a Person on behalf of Borrower, or by the purchaser at any foreclosure sale, and may be included in any bid by Lender at such sale. Borrower further acknowledges that (A) it is a knowledgeable real estate developer and/or investor; (B) it fully understands the effect of the date provisions of accelerationthis Section 10.26, will also be due as well as the other provisions of the Loan Documents; (C) the making of the Loan by Lender at the Interest Rate and payable other terms set forth in the Loan Documents are sufficient consideration for Borrower's obligation to pay a Make Whole Premium; and will be treated and deemed as through (D) Lender would not make the Class B Loans were prepaid as Loan on the terms set forth herein without the inclusion of such date provisions. Borrower also acknowledges that the provisions of this Agreement limiting the right of prepayment and shall providing for the payment of the Make Whole Premium and other charges specified herein were independently negotiated and bargained for, and constitute a specific material part of the Obligations consideration given by Borrower to Lender for all purposes herein. Any Prepayment Fee payable in accordance with this Section 2.4(d) shall be presumed to be equal to the liquidated damages sustained by the Lenders holding Class B Loans as the result making of the occurrence of the Prepayment Fee Trigger Event, and the Loan Parties agree that it is reasonable under the circumstances currently existing. The Prepayment 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 PREPAYMENT FEE IN CONNECTION WITH ANY SUCH ACCELERATION. The Loan Parties except as expressly agree that (i) the Prepayment Fee is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Prepayment Fee shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders holding Class B Loans and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Prepayment Fee, (iv) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.4(d), (v) their agreement to pay the Prepayment Fee is a material inducement to the Lenders to provide and make the Class B Loans, and (vi) the Prepayment Fee represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders holding Class B Loans and that it would be impractical and extremely difficult to ascertain the actual amount of damages to such Lenders or profits lost by such Lenders as a result of such Prepayment Fee Trigger Eventpermitted hereunder.” 2.5 Amendment to Section 2.16(b)(ii). Section 2.16(b)(ii) of the Credit Agreement is hereby amended and restated in its entirety as follows:

Make-Whole Premium. Upon To the occurrence of a Prepayment Fee Trigger Eventextent any payment pursuant to Sections 2.1(c) or 2.1(d) occurs on or before the date that is eighteen (18) months following the Closing Date, the Borrower shall pay any prepayment made (i) pursuant to the Administrative Agent, for the account of any Lenders of Class B Loans, the Prepayment Fee and any payments required under Section 2.13. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is understood and agreed that if the Class B Loans are accelerated 2.1(c)(ii) as a result of the occurrence and continuance of any a Prepayment Event of Default described in clauses (including by operation of law or otherwisea), the Prepayment Fee(c), if any(d) or (e) thereof, determined as or Section 2.1(d), shall be accompanied by payment in full in cash of the date of acceleration, will also be due and payable and will be treated and deemed as through the Class B Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes hereinMake Whole Premium. Any Prepayment Fee Make Whole Premium payable in accordance with this Section 2.4(d) Agreement shall be presumed to be equal to the liquidated damages sustained by the Lenders holding Class B Loans as the result of the occurrence of any event triggering the Prepayment Fee Trigger Event, prepayment of such Make Whole Premium and the Loan Parties agree Borrower agrees that it is reasonable under the circumstances currently existing. The Prepayment Fee, if any, parties hereto acknowledge that the Make Whole Premium shall also be payable in the event survive acceleration of the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power the occurrence of judicial any insolvency proceeding), deed in lieu and shall automatically accrue to the principal amount of foreclosure or by the Term Loan pro rata and shall constitute part of the Obligations for all purposes herein. If the Term Loan is accelerated for any other meansreason ​ ​ Presto Credit Agreement 28 ​ ​ ​ pursuant to the terms herein, the Make Whole Premium shall be calculated as if the date of acceleration of the Term Loan was the date of prepayment of the Term Loan. THE LOAN PARTIES BORROWER EXPRESSLY WAIVE WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT FEE MAKE WHOLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Loan Parties Borrower expressly agree that agrees that: (iA) the Prepayment Fee Make Whole Premium is reasonable and is the product of an armarm'sarm’s length transaction between sophisticated business people, ably represented by counsel, ; (iiB) the Prepayment Fee Make Whole Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, ; (iiiC) there has been a course of conduct between Lenders holding Class B Loans and the Loan Parties Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Fee, Make Whole Premium; (ivD) the Loan Parties Borrower shall be estopped hereafter from claiming differently than as agreed to in this Section 2.4(d), paragraph; (vE) their Borrower’s agreement to pay the Prepayment Fee Make Whole Premium is a material inducement to the Lenders to provide and make extend the Class B Loans, Term Loan; and (viF) the Prepayment Fee Make Whole Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders holding Class B Loans and that it would be impractical and extremely difficult to ascertain the actual amount of damages to such Lenders or profits lost by such Lenders Xxxxxxx as a result of such Prepayment Fee Trigger Event.” 2.5 Amendment to Section 2.16(b)(ii). Section 2.16(b)(ii) event triggering payment of the Credit Agreement is hereby amended and restated in its entirety as follows:Make Whole Premium. ​

Make-Whole Premium. Upon To the occurrence of a Prepayment Fee Trigger Eventextent any payment pursuant to Sections 2.1(c) or 2.1(d) occurs on or before the date that is eighteen (18) months following the Closing Date, the Borrower shall pay any prepayment made (i) pursuant to the Administrative Agent, for the account of any Lenders of Class B Loans, the Prepayment Fee and any payments required under Section 2.13. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is understood and agreed that if the Class B Loans are accelerated 2.1(c)(ii) as a result of the occurrence and continuance of any a Prepayment Event of Default described in clauses (including by operation of law or otherwisea), the Prepayment Fee(c), if any(d) or (e) thereof, determined as or Section 2.1(d), shall be accompanied by payment in full in cash of the date of acceleration, will also be due and payable and will be treated and deemed as through the Class B Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes hereinMake Whole Premium. Any Prepayment Fee Make Whole Premium payable in accordance with this Section 2.4(d) Agreement shall be presumed to be equal to the liquidated damages sustained by the Lenders holding Class B Loans as the result of the occurrence of any event triggering the Prepayment Fee Trigger Event, prepayment of such Make Whole Premium and the Loan Parties agree Borrower agrees that it is reasonable under the circumstances currently existing. The Prepayment Fee, if any, parties hereto acknowledge that the Make Whole Premium shall also be payable in the event survive acceleration of the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power the occurrence of judicial any insolvency proceeding), deed in lieu and shall automatically accrue to the principal amount of foreclosure or by the Term Loan pro rata and shall constitute part of the Obligations for all purposes herein. If the Term Loan is accelerated for any other meansreason pursuant to the terms herein, the Make Whole Premium shall be calculated as if the date of acceleration of the Term Loan was the date of prepayment of the Term Loan. THE LOAN PARTIES BORROWER EXPRESSLY WAIVE WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT FEE MAKE WHOLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Loan Parties Borrower expressly agree that agrees that: (iA) the Prepayment Fee Make Whole Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, ; (iiB) the Prepayment Fee Make Whole Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, ; (iiiC) there has been a course of conduct between Lenders holding Class B Loans and the Loan Parties Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Fee, Make Whole Premium; (ivD) the Loan Parties Borrower shall be estopped hereafter from claiming differently than as agreed to in this Section 2.4(d), paragraph; (vE) their Borrower’s agreement to pay the Prepayment Fee Make Whole Premium is a material inducement to the Lenders to provide and make extend the Class B Loans, Term Loan; and (viF) the Prepayment Fee Make Whole Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders holding Class B Loans and that it would be impractical and extremely difficult to ascertain the actual amount of damages to such Lenders or profits lost by such Lenders Xxxxxxx as a result of such Prepayment Fee Trigger Event.” 2.5 Amendment to Section 2.16(b)(ii). Section 2.16(b)(ii) event triggering payment of the Make Whole Premium. Presto Credit Agreement is hereby amended and restated in its entirety as follows:29

Make-Whole Premium. (a) Upon the occurrence of a Prepayment Fee Make-Whole Premium Trigger Event, the Borrower Company shall pay to the Administrative AgentHolder the Make-Whole Premium in cash. (b) The Make-Whole Premium shall be fully earned, and due and payable, on the date of such Make-Whole Premium Trigger Event, and shall be non-refundable or curable when made. The parties hereto further acknowledge and agree that the Make-Whole Premium is not intended to act as a penalty or to punish the Company for the account of any Lenders of Class B Loanssuch redemption, the Prepayment Fee and any payments required under Section 2.13. prepayment, repayment other event or occurrence. (c) Notwithstanding anything to the contrary in this Note, the Note Purchase Agreement or any other Loan Transaction Document, it is understood and agreed that if the Class B Loans are Note Obligations Amount is accelerated as a result of the occurrence and continuance of any Event of Default (including as a result of the commencement of any proceeding under Debtor Relief Laws or by operation of law or otherwise), the Prepayment Fee, if any, Make-Whole Premium determined as of the date of accelerationsuch Make-Whole Premium Trigger Event, will also be due and payable and will be treated and deemed as through though the Class B Loans were prepaid Note was redeemed as of such date and shall constitute part of the Obligations for all purposes herein. . (d) Any Prepayment Fee payable in accordance with this Section 2.4(d) Make-Whole Premium shall be presumed to be equal to the liquidated damages sustained by the Lenders holding Class B Loans Holder as the result of the occurrence of the Prepayment Fee such Make-Whole Premium Trigger Event, and the Loan Parties agree Company agrees that it is reasonable under the circumstances currently existing. The Prepayment Fee, if any, Make-Whole Premium shall also be payable in the event the Note Obligations (and/or this Agreement) are Amount is satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE LOAN PARTIES COMPANY EXPRESSLY WAIVE WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE ACCRUAL OR COLLECTION OF THE FOREGOING PREPAYMENT FEE MAKE-WHOLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Loan Parties Company expressly agree agrees that (i) the Prepayment Fee Make-Whole Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Prepayment Fee Make-Whole Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders holding Class B Loans Holder and the Loan Parties Company giving specific consideration in this transaction for such agreement to pay the Prepayment FeeMake-Whole Premium, (iv) the Loan Parties Company shall be estopped hereafter from claiming differently than as agreed to in this Section 2.4(d)8, (v) their the agreement to pay the Prepayment Fee Make-Whole Premium is a material inducement to the Lenders Holder to provide and make purchase the Class B Loans, Note and (vi) the Prepayment Fee Make-Whole Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders holding Class B Loans Holder and that it would be impractical and extremely difficult to ascertain the actual amount of damages to such Lenders the Holder or profits lost by such Lenders the Holders as a result of such Prepayment Fee any Make-Whole Premium Trigger Event.” 2.5 Amendment to Section 2.16(b)(ii). Section 2.16(b)(ii) of the Credit Agreement is hereby amended and restated in its entirety as follows:

Make-Whole Premium. Upon To the occurrence of a Prepayment Fee Trigger Eventextent any payment pursuant to Sections 2.1(c) or 2.1(d) occurs on or before the date that is eighteen (18) months following the Closing Date, the Borrower shall pay any prepayment made (i) pursuant to the Administrative Agent, for the account of any Lenders of Class B Loans, the Prepayment Fee and any payments required under Section 2.13. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is understood and agreed that if the Class B Loans are accelerated 2.1(c)(ii) as a result of the occurrence and continuance of any a Prepayment Event of Default described in clauses (including by operation of law or otherwisea), the Prepayment Fee(c), if any(d) or (e) thereof, determined as or Section 2.1(d), shall be accompanied by payment in full in cash of the date of acceleration, will also be due and payable and will be treated and deemed as through the Class B Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes hereinMake Whole Premium. Any Prepayment Fee Make Whole Premium payable in accordance with this Section 2.4(d) Agreement shall be presumed to be equal to the liquidated damages sustained by the Lenders holding Class B Loans as the result of the occurrence of any event triggering the Prepayment Fee Trigger Event, prepayment of such Make Whole Premium and the Loan Parties agree Borrower agrees that it is reasonable under the circumstances currently existing. The Prepayment Fee, if any, parties hereto acknowledge that the Make Whole Premium shall also be payable in the event survive acceleration of the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power the occurrence of judicial any insolvency proceeding), deed in lieu and shall automatically accrue to the principal amount of foreclosure or by the Term Loan pro rata and shall constitute part of the Obligations for all purposes herein. If the Term Loan is accelerated for any other meansreason pursuant to the terms herein, the Make Whole Premium shall be calculated as if the date of acceleration of the Term Loan was the date of prepayment of the Term Loan. THE LOAN PARTIES BORROWER EXPRESSLY WAIVE WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT FEE MAKE WHOLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Loan Parties Borrower expressly agree that agrees that: (iA) the Prepayment Fee Make Whole Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, ; (iiB) the Prepayment Fee Make Whole Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, ; (iiiC) there has been a course of conduct between Lenders holding Class B Loans and the Loan Parties Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Fee, Make Whole Premium; (ivD) the Loan Parties Borrower shall be estopped hereafter from claiming differently than as agreed to in this Section 2.4(d), paragraph; (vE) their Borrower’s agreement to pay the Prepayment Fee Make Whole Premium is a material inducement to the Lenders to provide and make extend the Class B Loans, Term Loan; and (viF) the Prepayment Fee Make Whole Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders holding Class B Loans and that it would be impractical and extremely difficult to ascertain the actual amount of damages to such Lenders or profits lost by such Lenders Xxxxxxx as a result of such Prepayment Fee Trigger Event.” 2.5 Amendment to Section 2.16(b)(ii). Section 2.16(b)(ii) event triggering payment of the Credit Agreement is hereby amended and restated in its entirety as follows:Make Whole Premium.

Make-Whole Premium. Upon Borrower acknowledges that (a) Lender is making the occurrence Loan in consideration of a Prepayment Fee Trigger Event, the Borrower shall pay receipt by Lender of all interest and other benefits intended to be conferred by the Loan Documents and (b) if payments of Principal are made to Lender prior to the Administrative AgentMake Whole Premium End Date, for the account of any Lenders of Class B Loansreason whatsoever, the Prepayment Fee and any payments required under Section 2.13. Notwithstanding anything to the contrary in this Agreement or any other Loan Documentwhether voluntary, it is understood and agreed that if the Class B Loans are accelerated as a result of Lender's acceleration of the occurrence and continuance of any Loan after an Event of Default (including Default, by operation of law or otherwise), Lender will not receive all such interest and other benefits and may, in addition, incur costs. For these reasons, and to induce Lender to make the Prepayment FeeLoan, Borrower agrees that all prepayments, if any, determined as whether voluntary or involuntary, will be accompanied by the Make Whole Premium applicable thereto. Such Make Whole Premium shall be required whether payment is made by Borrower, by a Person on behalf of Borrower, or by the purchaser at any foreclosure sale, and may be included in any bid by Lender at such sale. Borrower further acknowledges that (A) it is a knowledgeable real estate developer and/or investor; (B) it fully understands the effect of the date provisions of accelerationthis Section 10.26, will also be due as well as the other provisions of the Loan Documents; (C) the making of the Loan by Lender at the Interest Rate and payable other terms set forth in the Loan Documents are sufficient consideration for Borrower's obligation to pay a Make Whole Premium; and will be treated and deemed as through (D) Lender would not make the Class B Loans were prepaid as Loan on the terms set forth herein without the inclusion of such date provisions. Borrower also acknowledges that the provisions of this Agreement limiting the right of prepayment and shall providing for the payment of the Make Whole Premium and other charges specified herein were independently negotiated and bargained for, and constitute a specific material part of the Obligations consideration given by Borrower to Lender for all purposes herein. Any Prepayment Fee payable in accordance with this Section 2.4(d) shall be presumed to be equal to the liquidated damages sustained by the Lenders holding Class B Loans as the result making of the occurrence of the Prepayment Fee Trigger Event, and the Loan Parties agree that it is reasonable under the circumstances currently existingexcept as expressly permitted hereunder. The Prepayment 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 PREPAYMENT FEE IN CONNECTION WITH ANY SUCH ACCELERATION. The Loan Parties expressly agree that (i) the Prepayment Fee is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Prepayment Fee shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders holding Class B Loans and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Prepayment Fee, (iv) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.4(d), (v) their agreement to pay the Prepayment Fee is a material inducement to the Lenders to provide and make the Class B Loans, and (vi) the Prepayment Fee represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders holding Class B Loans and that it would be impractical and extremely difficult to ascertain the actual amount of damages to such Lenders or profits lost by such Lenders as a result of such Prepayment Fee Trigger Event.” 2.5 Amendment to Section 2.16(b)(ii). Section 2.16(b)(ii) of the Credit Agreement is hereby amended and restated in its entirety as follows:US_ACTIVE:\44281528\10\99980.0025

Make-Whole Premium. Upon To the occurrence of a Prepayment Fee Trigger Eventextent any payment pursuant to Sections 2.1(c) or 2.1(d) occurs on or before the date that is eighteen (18) months following the Closing Date, the Borrower shall pay any prepayment made (i) pursuant to the Administrative Agent, for the account of any Lenders of Class B Loans, the Prepayment Fee and any payments required under Section 2.13. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is understood and agreed that if the Class B Loans are accelerated 2.1(c)(ii) as a result of the occurrence and continuance of any a Prepayment Event of Default described in clauses (including by operation of law or otherwisea), the Prepayment Fee(c), if any(d) or (e) thereof, determined as or Section 2.1(d), shall be accompanied by payment in full in cash of the date of acceleration, will also be due and payable and will be treated and deemed as through the Class B Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes hereinMake Whole Premium. Any Prepayment Fee Make Whole Premium payable in accordance with this Section 2.4(d) Agreement shall be presumed to be equal to the liquidated damages sustained by the Lenders holding Class B Loans as the result of the occurrence of any event triggering the Prepayment Fee Trigger Event, prepayment of such Make Whole Premium and the Loan Parties agree Borrower agrees that it is reasonable under the circumstances currently existing. The Prepayment Fee, if any, parties hereto acknowledge that the Make Whole Premium shall also be payable in the event survive acceleration of the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power the occurrence of judicial any insolvency proceeding), deed in lieu and shall automatically accrue to the principal amount of foreclosure or by the Term Loan pro rata and shall constitute part of the Obligations for all purposes herein. If the Term Loan is accelerated for any other meansreason pursuant to the terms herein, the Make Whole Premium shall be calculated as if the date of acceleration of the Term Loan was the date of prepayment of the Term Loan. THE LOAN PARTIES BORROWER EXPRESSLY WAIVE WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT FEE MAKE WHOLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Loan Parties Borrower expressly agree that agrees that: (iA) the Prepayment Fee Make Whole Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, ; (iiB) the Prepayment Fee Make Whole Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, ; (iiiC) there has been a course of conduct between Lenders holding Class B Loans and the Loan Parties Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Fee, Make Whole Premium; (ivD) the Loan Parties Borrower shall be estopped hereafter from claiming differently than as agreed to in this Section 2.4(d), paragraph; (vE) their Borrower’s agreement to pay the Prepayment Fee Make Whole Premium is a material inducement to the Lenders to provide and make extend the Class B Loans, Term Loan; and (viF) the Prepayment Fee Make Whole Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders holding Class B Loans and that it would be impractical and extremely difficult to ascertain the actual amount of damages to such Lenders or profits lost by such Lenders Xxxxxxx as a result of such Prepayment Fee Trigger Event.” 2.5 Amendment to Section 2.16(b)(ii). Section 2.16(b)(ii) event triggering payment of the Make Whole Premium. Presto Credit Agreement is hereby amended and restated in its entirety as follows:21