Common use of Other Amounts Due Clause in Contracts

Other Amounts Due. In the event of repayment of the Obligations at any time prior to the Maturity Date, for any reason, including (a) upon an acceleration of the Obligations under this Agreement whether pursuant to the actions of the Required Lenders or automatically, (b) foreclosure and sale of the Collateral, (c) sale of the Collateral in any proceeding under any Debtor Relief Law or (d) pursuant to any restructuring, 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 proceeding under any Debtor Relief Law, then in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Administrative Agent and the Lenders or profits lost by the Administrative Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimate and calculation of the lost profits or damages of the Administrative Agent and the Lenders, there shall be an amount due and payable to the Lenders equal to the full amount of (i) the Prepayment Premium that would have been payable pursuant to Section 2.02(a)(ii) hereof as if the Obligations were voluntarily repaid upon such repayment date, (ii) the Unused Line Fee, the Fourth Amendment Fee, the Fifth Amendment Fee, the Upfront Initial Fee, the Upfront First-Out Fee, all accrued and uncapitalized Upfront Initial Fee PIK Amounts and all accrued and uncapitalized Upfront First-Out Fee PIK Amounts, (iii) the Minimum Incremental Loan Interest Amount and (iv) the Exit Fee, in each case of clauses (ii) and (iii), to the extent due and payable hereunder and not previously paid in cash by the Borrower.”

Other Amounts Due. In the event of repayment (whether in whole or in part) of the Obligations at any time prior to the Maturity Date, for any reason, including Date as a result of (ai) upon an acceleration of the Obligations under this Agreement (whether pursuant to the actions of the Required Lenders or Lenders, automatically, by operation of law, or otherwise), (bii) foreclosure and sale of the Collateral, (ciii) sale of the Collateral in any proceeding under any Debtor Relief Law Law, or (div) pursuant to any restructuring, 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 proceeding under any Debtor Relief Law), then in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Administrative Agent and the Lenders or profits lost by the Administrative Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimate and calculation of the lost profits or damages of the Administrative Agent and the Lenders, there shall be an amount due and payable to the Lenders equal to the full amount of (i) the Prepayment Premium (if any) and the Call Protection (if any) that would have been payable pursuant to Section Sections 2.02(a)(ii) hereof and 2.02(c) hereof, respectively as if the Obligations were voluntarily repaid upon such repayment date. For the purpose of calculating the applicable Prepayment Premium or Call Protection, upon the occurrence of any of the foregoing, the entire outstanding principal amount of the Loans shall be deemed to have been prepaid as of the date of such occurrence. THE BORROWER AND GUARANTORS EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF ANY PREPAYMENT PREMIUM OR CALL PROTECTION. In furtherance of the foregoing, the Borrower and Guarantors expressly agree that (A) the Prepayment Premium and Call Protection are reasonable and the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (iiB) the Unused Line Fee, Prepayment Premium and Call Protection shall be payable notwithstanding the Fourth Amendment Fee, then prevailing market rates at the Fifth Amendment Fee, the Upfront Initial Fee, the Upfront First-Out Fee, all accrued and uncapitalized Upfront Initial Fee PIK Amounts and all accrued and uncapitalized Upfront First-Out Fee PIK Amountstime payment is made, (iiiC) there has been a course of conduct between Lenders on the one hand and the Borrower and Guarantors, on the other hand, giving specific consideration in this transaction for such agreement to pay the Prepayment Premium and Call Protection, (D) the Minimum Incremental Loan Interest Amount Borrower and Guarantors shall be estopped hereafter from claiming differently than as agreed to in this Section 8.04, (E) their agreement to pay the Prepayment Premium and Call Protection is a material inducement to the Lenders to provide the Commitments and make the Loans, and (ivF) the Exit FeePrepayment Premium and Call Protection represent a good faith, in each case reasonable estimate and calculation of clauses (ii) and (iii), to the extent due and payable hereunder and not previously paid in cash by lost profits or damages of the BorrowerLenders.”

Other Amounts Due. In the event of repayment of the Obligations at any time prior to the Maturity DateDate with respect to the Initial Loans or the First-Out Loan Repayment Date with respect to the First-Out Loans, for any reason, including (ai) upon an acceleration of the Obligations under this Agreement whether pursuant to the actions of the Required Lenders or automatically, (bii) foreclosure and sale of the Collateral, (ciii) sale of the Collateral in any proceeding under any Debtor Relief Law or (div) pursuant to any restructuring, 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 proceeding under any Debtor Relief Law, then in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Administrative Agent and the Lenders or profits lost by the Administrative Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimate and calculation of the lost profits or damages of the Administrative Agent and the Lenders, there shall be an amount due and payable to the Lenders equal to the full amount of (i) the Prepayment Premium that would have been payable pursuant to Section 2.02(a)(ii) hereof as if the Obligations were voluntarily repaid upon such repayment date, (ii) the Unused Line Fee, the Fourth Amendment Fee, the Fifth Amendment Fee, the Upfront Initial Fee, the Upfront First-Out Fee, plus all accrued and uncapitalized Upfront Initial Fee PIK Amounts and all accrued and uncapitalized Upfront First-Out Fee PIK Amounts, and (iii) the Minimum Incremental Loan Interest Amount and (iv) the Exit Fee, in each case of clauses (ii) and (iii), to the extent due and payable hereunder and not previously paid in cash by the Borrower.”

Other Amounts Due. In the event of repayment of the Obligations at any time prior to the Maturity Date, for any reason, including (a) upon an acceleration of the Obligations under this Agreement whether pursuant to the actions of the Required Lenders or automatically, (b) foreclosure and sale of the Collateral, (c) sale of the Collateral in any proceeding under any Debtor Relief Law or (d) pursuant to any restructuring, 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 proceeding under any Debtor Relief Law, then in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Administrative Agent and the Lenders or profits lost by the Administrative Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimate and calculation of the lost profits or damages of the Administrative Agent and the Lenders, there shall be an amount due and payable to the Lenders equal to the full amount of (i) the Prepayment Premium that would have been payable pursuant to Section 2.02(a)(ii) hereof as if the Obligations were voluntarily repaid upon such repayment date, (ii) the Unused Line Fee, the Fourth Amendment Fee, the Fifth Amendment Fee, the Upfront Initial Fee, the Upfront First-Out Fee, all accrued and uncapitalized Upfront Initial Fee PIK Amounts and all accrued and uncapitalized Upfront First-Out Fee PIK Amounts, (iii) the Minimum Incremental Loan Interest Amount and (iv) the Exit Fee, in each case of clauses (ii) and (iii), to the extent due and payable hereunder and not previously paid in cash by the Borrower.”

Other Amounts Due. In the event of repayment of the Obligations at any time prior to the Maturity Date, for any reason, including (ai) upon acceleration after the occurrence and during the continuance of an acceleration Event of the Obligations under this Agreement whether pursuant to the actions of the Required Lenders or automaticallyDefault, (bii) foreclosure and sale of the Collateral, (ciii) sale of the Collateral in any insolvency proceeding under any Debtor Relief Law or (div) pursuant to any restructuring, 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 proceeding under any Debtor Relief Lawinsolvency proceeding, then in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Administrative Agent and the Lenders or profits lost by the Administrative Agent and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimate and calculation of the lost profits or damages of the Administrative Agent and the Lenders, the full amount of the Yield Maintenance Premium (if any) and the Prepayment Premium (if any) shall be due and payable upon such date. In the event of an acceleration of the Obligations under this Agreement whether pursuant to the actions of the Required Lenders or automatically, then, without any further action by the Lenders or the Administrative Agent, there shall be an amount due and payable to the Lenders equal to the full amount of applicable Yield Maintenance Premium (iif any) and the Prepayment Premium (if any) that would have been payable pursuant to Section 2.02(a)(iiSections 2.02(c) and (d) hereof as if the Obligations were voluntarily repaid upon on such repayment date, (ii) the Unused Line Fee, the Fourth Amendment Fee, the Fifth Amendment Fee, the Upfront Initial Fee, the Upfront First-Out Fee, all accrued and uncapitalized Upfront Initial Fee PIK Amounts and all accrued and uncapitalized Upfront First-Out Fee PIK Amounts, (iii) the Minimum Incremental Loan Interest Amount and (iv) the Exit Fee, in each case date of clauses (ii) and (iii), to the extent due and payable hereunder and not previously paid in cash by the Borroweracceleration.”