Common use of Prepayment Fee Clause in Contracts

Prepayment Fee. If any advance under the Term Loans is prepaid at any time, in whole or in part, for any reason (whether by voluntary prepayment by Borrowers, by reason of the occurrence of an Event of Default or the acceleration of the Term Loans, or otherwise), or if the Term Loans shall become accelerated and due and payable in full, Borrowers shall pay to Agent, for the benefit of all Lenders committed to make Term Loan advances, as compensation for the costs of such Lenders making funds available to Borrowers under this Agreement, a prepayment fee (the “Prepayment Fee”) equal to an amount determined by multiplying the amount of the Term Loans being prepaid by the following applicable percentage amount: (w) three and a half percent (3.50%) for the first year following the Closing Date , (x) two and a half percent (2.50%) for the second year following the Closing Date, (y) one and a half percent (1.50%) for the third year following the Closing Date and (z) zero percent (0.0%) thereafter. The Prepayment Fee shall not apply to or be assessed upon any prepayment made by Borrowers if such payments were (x) required by Agent to be made pursuant to Section 2.1(a)(ii)(B) subpart (i) (relating to casualty proceeds), or subpart (ii) (relating to payments exceeding the Maximum Lawful Rate) or (y) made due to the Term Loans being paid in full as a result of a refinancing of the Term Loans prior to the Maturity Date by all of the Lenders. All fees payable pursuant to this paragraph shall be deemed fully earned and non-refundable as of the Closing Date.

Prepayment Fee. If any advance under the Term Loans Loan is prepaid at any time, in whole or in part, for any reason (whether by voluntary prepayment by BorrowersBorrower, by mandatory prepayment by Borrower, by reason of the occurrence of an Event of Default or the acceleration of the Term Loans, or otherwise), or if the Term Loans Loan shall become accelerated (including any automatic acceleration due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise) and due and payable in full, Borrowers shall pay to Agent, for the benefit of all Lenders committed to make Term Loan advances, as compensation for the costs of such Lenders making funds available to Borrowers under this Agreement, a prepayment fee (the “Prepayment Fee”) calculated in accordance with this subsection. The Prepayment Fee shall be equal to an amount determined by multiplying the amount of the Term Loans being prepaid (or required to be prepaid, if such amount is greater) by the following applicable percentage amount: (wx) three and a half percent (3.503.0%) for the first year following the Closing Date Date, (xy) two and a half percent (2.502.0%) for the second year following the Closing Date, (y) one and a half percent (1.50%) for the third year following the Closing Date and (z) zero one percent (0.01.0%) thereafter. The Prepayment Fee shall not apply to or be assessed upon any prepayment made by Borrowers if such payments were (x) required by Agent to be made pursuant to Section 2.1(a)(ii)(B) subpart (i) (relating to casualty proceeds), or subpart (ii) (relating to payments exceeding the Maximum Lawful Rate) or (y) made due to the Term Loans being paid in full as a result of a refinancing of the Term Loans prior to the Maturity Date by all of the Lenders). All fees payable pursuant to this paragraph shall be deemed fully fully-earned and non-refundable as of the Closing Date.

Prepayment Fee. If any advance under the Term Loans Loan is prepaid at any time, in whole or in part, for any reason part (whether by voluntary prepayment or mandatory prepayment by Borrowers, by reason the Borrower (including a mandatory prepayment due to an acceleration of the Term Loan following an Event of Default (including any automatic acceleration due to the occurrence of an Event of Default or the acceleration of the Term Loans, or otherwisedescribed in Section 10.1(f))), but excluding any mandatory prepayment described in the penultimate sentence of this Section 2.2(h)) or if the Term Loans shall become accelerated and otherwise becomes due and payable in fullfull prior to the Maturity Date, Borrowers shall pay to Agent, for the benefit of all Lenders committed to make Term Loan advances, as compensation for the costs of such Lenders making funds available to Borrowers under this Agreement, a prepayment fee (the “Prepayment Fee”) calculated in accordance with this subsection. The Prepayment Fee shall be equal to an amount determined by multiplying the amount of the Term Loans being prepaid (or required to be prepaid, if such amount is greater) by the following applicable percentage amount: (wx) three and a half percent (3.503.0%) for the first year following the Closing Date Date, (xy) two and a half percent (2.502.0%) for the second year following the Closing Date, (y) one and a half percent (1.50%) for the third year following the Closing Date and (z) zero one percent (0.01.0%) thereafter. The Prepayment Fee shall not apply to or be assessed upon any prepayment made by Borrowers if such payments were (x) required by Agent to be made pursuant to Section 2.1(a)(ii)(B) subpart (i) (relating to casualty proceeds), or subpart (ii) (relating to payments exceeding the Maximum Lawful Rate) or (y) made due to the Term Loans being paid in full as a result of a refinancing of the Term Loans prior to the Maturity Date by all of the Lenders). All fees payable pursuant to this paragraph shall be deemed fully earned as of the Closing Date and non-refundable as of the Closing Dateonce paid.

Prepayment Fee. If any advance under the Term Loans Loan is prepaid at any time, in whole or in part, for any reason (whether by voluntary prepayment by Borrowers, by reason of the occurrence of an Event of Default or the acceleration of the Term LoansDefault, or otherwise)) prior to its scheduled maturity date as provided for under Schedule 2.1 attached hereto, or if the Term Loans Loan shall become accelerated and due and payable in fullfull prior to the Commitment Expiry Date, Borrowers shall pay to Administrative Agent, for the benefit of all Lenders committed to make Term Loan advances, as compensation for the costs of such Lenders making funds available to Borrowers under this Agreement, a prepayment fee (the “Prepayment Fee”) calculated in accordance with this subsection. The Prepayment Fee shall be equal to an amount determined by multiplying three percent (3.00%) of the amount of the Term Loans being prepaid by the following applicable percentage amount: (w) three and a half percent (3.50%) for the first year following the Closing Date , (x) two and a half percent (2.50%) for the second year following the Closing Date, (y) one and a half percent (1.50%) for the third year following the Closing Date and (z) zero percent (0.0%) thereafterat any time. The Prepayment Fee shall not apply to or be assessed upon any prepayment made by Borrowers if such payments were (x) required by Administrative Agent to be made pursuant to Section 2.1(a)(ii)(B) subpart (i) (relating to casualty proceeds), or subpart (ii) (relating to payments exceeding the Maximum Lawful Rate), subpart (iii) (relating to asset dispositions) (unless, in the case of such subpart (iii), Borrower and Administrative Agent and Lenders have agreed otherwise in connection with any consent granted by Administrative Agent and/or Lenders to any asset dispositions not otherwise permitted under this Agreement) or subpart (yiv) made due (relating to the Term Loans being paid in full as a result of a refinancing of the Term Loans prior to the Maturity Date by all of the LendersExtraordinary Receipts). All fees payable pursuant to this paragraph shall be deemed fully earned and non-refundable as of the Closing Date.

Prepayment Fee. If any advance under the Term Loans Loan is prepaid at any time, in whole or in part, for any reason (whether by voluntary prepayment by Borrowers, by reason of the occurrence of an Event of Default or the acceleration of the Term LoansLoan, or otherwise), or if the Term Loans Loan shall become accelerated and due and payable in full, or if the Lenders’ funding obligations in respect of any unfunded portion of the Term Loan shall terminate prior to the Commitment Expiry Date, Borrowers shall pay to Agent, for the benefit of all Lenders committed to make Term Loan advances, as compensation for the costs of such Lenders making funds available to Borrowers under this Agreement, a prepayment fee (the “Prepayment Fee”) calculated in accordance with this subsection. The Prepayment Fee shall be equal to an amount determined by multiplying the amount of the Term Loans being prepaid by the following applicable percentage amount: (w) three and a half percent (3.50%) 2.0% for the first year following the Closing Date , (x) two and a half percent (2.50%) for the second year following the Closing Date, (y) one and a half percent (1.50%) for the third year following the Closing Date and (z) zero percent (0.0%) thereafter. 1.0% thereafter The Prepayment Fee shall not apply to or be assessed upon any prepayment made by Borrowers if such payments were (x) required by Agent to be made pursuant to Section 2.1(a)(ii)(B) subpart (i) (relating to casualty proceeds), or subpart (ii) (relating to payments exceeding the Maximum Lawful Rate) or (y) made due to the Term Loans being paid in full as a result of a refinancing of the Term Loans prior to the Maturity Date by all of the Lenders). All fees payable pursuant to this paragraph shall be deemed fully earned and non-refundable as of the Closing DateDate but in each case payable pursuant to the terms of this paragraph.

Prepayment Fee. If any advance under the Term Loans Loan is prepaid at any time, in whole or in part, for any reason (whether by voluntary prepayment by Borrowers, by reason of the occurrence of an Event of Default or the acceleration of the Term LoansLoan, or otherwise), or if the Term Loans Loan shall become accelerated and due and payable in full, or if the Lenders’ funding obligations in respect of any unfunded portion of the Term Loan shall terminate prior to the Maturity Date, Borrowers shall pay to Agent, for the benefit of all Lenders committed to make Term Loan advances, as compensation for the costs of such Lenders making funds available to Borrowers under this Agreement, a prepayment fee (the “Prepayment Fee”) calculated in accordance with this subsection. The Prepayment Fee shall be equal to an the amount determined by multiplying the amount of the Term Loans being prepaid by the following applicable percentage amount: (wx) three and a half percent (3.503.0%) for during the first year following the Closing Date Date. , (xy) two and a half percent (2.502.0%) for during the second year following the Closing Date, (y) one and a half percent (1.50%) for the third year following the Closing Date and (z) zero one percent (0.01.0%) thereafter. The Prepayment Fee shall not apply to or be assessed upon any prepayment made by Borrowers if such payments were (x) required by Agent to be made pursuant to Section 2.1(a)(ii)(B) subpart (i) (relating to casualty proceedsNet Insurance/Condemnation Proceeds), or subpart (ii) (relating to payments exceeding the Maximum Lawful Rate). Notwithstanding the foregoing, in no event shall any fee under this Section 2.2(i) or (y) made be due to and payable if the Term Loans being paid Loan prepaid in full as a result of a refinancing of the Term Loans prior to the Maturity Date by all each of the LendersObligations and the Affiliated Obligations by Agent or an Affiliate thereof. All fees payable pursuant to this paragraph shall be deemed fully earned and non-refundable as of the Closing Date.

Prepayment Fee. If any advance under the Term Loans is prepaid at any time, in whole or in part, for any reason (whether by voluntary prepayment by BorrowersBorrower, by mandatory prepayment by Borrower, by reason of the occurrence of an Event of Default or the acceleration of the Term Loans, or otherwise), or if the any Term Loans Loan shall become accelerated (including any automatic acceleration due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise) and due and payable in full, Borrowers shall pay to Agent, for the benefit of all Lenders committed to make Term Loan advances, as compensation for the costs of such Lenders making funds available to Borrowers under this Agreement, a prepayment fee (the “Prepayment Fee”) calculated in accordance with this subsection. The Prepayment Fee in respect of the Term Loans shall be equal to an amount determined by multiplying the amount of the Term Loans being prepaid (or required to be prepaid, if such amount is greater) by the following applicable percentage amount: (w) three and a half percent (3.503.00%) for the first year following the Closing Date Date, (x) two and a half percent (2.502.00%) for the second year following the Closing Date, (y) one and a half percent (1.501.00%) for the third year following the Closing Date Date, and (z) zero percent (0.00.00%) thereafter. The Prepayment Fee shall not apply to or be assessed upon any prepayment made by Borrowers if such payments were (x) required by Agent to be made pursuant to Section 2.1(a)(ii)(B) subpart (i) (relating to casualty proceeds), or subpart (ii) (relating to payments exceeding the Maximum Lawful Rate) or (y) made due to the Term Loans being paid in full as a result of a refinancing of the Term Loans prior to the Maturity Date by all of the Lenders). All fees payable pursuant to this paragraph shall be deemed fully earned when due and payable and non-refundable as of the Closing Dateonce paid.

Prepayment Fee. If any advance under the Term Loans Loan is prepaid at any time, in whole or in part, for any reason (whether by voluntary prepayment by BorrowersBorrower, by mandatory prepayment by Borrower, by reason of the occurrence of an Event of Default or the acceleration of the Term Loans, or otherwise), or if the Term Loans Loan shall become accelerated (including any automatic acceleration due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise) and due and payable in full, Borrowers shall pay to Agent, for the benefit of all Lenders committed to make Term Loan advances, as compensation for the costs of such Lenders making funds available to Borrowers under this Agreement, a prepayment fee (the “Prepayment Fee”) calculated in accordance with this subsection. The Prepayment Fee in respect of the Term Loans shall be equal to an amount determined by multiplying the amount of the Term Loans being prepaid (or required to be prepaid, if such amount is greater) by the following applicable percentage amount: (w) three and a half percent (3.503.00%) for the first year following the Closing Date Third Amendment Effective Date, (x) two and a half percent (2.502.00%) for the second year following the Closing Third Amendment Effective Date, (y) one and a half percent (1.501.00%) for the third year following the Closing Date Third Amendment Effective Date, and (z) zero percent (0.00.00%) thereafter. The Prepayment Fee shall not apply to or be assessed upon any prepayment made by Borrowers if such payments were (x) required by Agent to be made pursuant to Section 2.1(a)(ii)(B) subpart (i) (relating to casualty proceeds), or subpart (ii) (relating to payments exceeding the Maximum Lawful Rate) or (y) made due to the Term Loans being paid in full as a result of a refinancing of the Term Loans prior to the Maturity Date by all of the Lenders). All fees payable pursuant to this paragraph shall be deemed fully earned when due and payable and non-refundable as of the Closing Dateonce paid.

Prepayment Fee. If any advance under the Term Loans Loan is prepaid at any time, in whole or in part, for any reason (whether by voluntary prepayment by BorrowersBorrower, by mandatory prepayment by Borrower, by reason of the occurrence of an Event of Default or the acceleration of the Term Loans, or otherwise), or if the Term Loans Loan shall become accelerated (including any automatic acceleration due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise) and due and payable in full, Borrowers shall pay to Agent, for the benefit of all Lenders committed to make Term Loan advances, as compensation for the costs of such Lenders making funds available to Borrowers under this Agreement, a prepayment fee (the “Prepayment Fee”) calculated in accordance with this subsection. The Prepayment Fee in respect of the Term Loans shall be equal to an amount determined by multiplying the principal amount of the Term Loans being prepaid (or required to be prepaid, if such amount is greater) by the following applicable percentage amount: (w) three and a half one percent (3.501.00%) for if such prepayment occurs after the first year following the Closing Date , (x) two and a half percent (2.50%) for the second year following the Closing Third Amendment Effective Date, (y) one and a half percent (1.50%) for the third year following the Closing Date and (z) zero percent (0.0%) thereafter. The Prepayment Fee shall not apply to or be assessed upon any prepayment made by Borrowers if such payments were (x) required by Agent to be made pursuant to Section 2.1(a)(ii)(B) subpart (i) (relating to casualty proceeds), or subpart (ii) (relating to payments exceeding the Maximum Lawful Rate) or (y) required to be made due pursuant to the Term Loans being paid in full as a result of a refinancing Section 6(a) of the Term Loans prior to the Maturity Date by all of the LendersThird Amendment. All fees payable pursuant to this paragraph shall be deemed fully earned and non-refundable as of the Closing DateDate are non-refundable once paid.”

Prepayment Fee. If any advance under the Term Loans Loan is prepaid at any time, in whole or in part, for any reason (whether by voluntary prepayment by BorrowersBorrower, by mandatory prepayment by Borrower, by reason of the occurrence of an Event of Default or the acceleration of the Term Loans, or otherwise), or if the Term Loans Loan shall become accelerated (including any automatic acceleration due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise) and due and payable in full, Borrowers shall pay to Agent, for the benefit of all Lenders committed to make Term Loan advances, as compensation for the costs of such Lenders making funds available to Borrowers under this Agreement, a prepayment fee (the “Prepayment Fee”) calculated in accordance with this subsection. The Prepayment Fee in respect of the Term Loans shall be equal to an amount determined by multiplying the amount of the Term Loans being prepaid (or required to be prepaid, if such amount is greater) by the following applicable percentage amount: (w) three and a half percent (3.503.00%) for the first year following the Closing Date Third Amendment Effective Date, (x) two and a half percent (2.502.00%) for the second year following the Closing Third Amendment Effective Date, (y) one and a half percent (1.501.00%) for the third year following the Closing Date Third Amendment Effective Date, and (z) zero percent (0.00.00%) thereafter. The Prepayment Fee shall not apply to or be assessed upon any prepayment made by Borrowers if such payments were (x) required by Agent to be made pursuant to Section 2.1(a)(ii)(B) subpart (i) (relating to casualty proceeds), or subpart (ii) (relating to payments exceeding the Maximum Lawful Rate) or (y) made due to the Term Loans being paid in full as a result of a refinancing of the Term Loans prior to the Maturity Date by all of the Lenders). All fees payable pursuant to this paragraph shall be deemed fully earned when due and payable and non-refundable as of the Closing Date.once paid. MidCap / Xtant / Credit, Security and Guaranty Agreement (Term Loan)

Prepayment Fee. If any advance under the Term Loans Loan is prepaid at any time, in whole or in part, for any reason (whether by voluntary prepayment by BorrowersBorrower, by mandatory prepayment by Borrower, by reason of the occurrence of an Event of Default or the acceleration of the Term Loans, or otherwise), or if the Term Loans Loan shall become accelerated (including any automatic acceleration due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise) and due and payable in full, Borrowers shall pay to Agent, for the benefit of all Lenders committed to make Term Loan advances, as compensation for the costs of such Lenders making funds available to Borrowers under this Agreement, a prepayment fee (the “Prepayment Fee”) calculated in accordance with this subsection. The Prepayment Fee in respect of the Term Loans shall be equal to an amount determined by multiplying the amount of the Term Loans being prepaid (or required to be prepaid, if such amount is greater) by the following applicable percentage amount: (w) three and a half percent (3.503.00%) for the first year following the Closing Date Date, (x) two and a half percent (2.502.00%) for the second year following the Closing Date, (y) one and a half percent (1.501.00%) for the third year following the Closing Date Date, and (z) zero percent (0.00.00%) thereafter. The Prepayment Fee shall not apply to or be assessed upon any prepayment made by Borrowers if such payments were (x) required by Agent to be made pursuant to Section 2.1(a)(ii)(B) subpart (i) (relating to casualty proceeds), or subpart (ii) (relating to payments exceeding the Maximum Lawful Rate) or (y) made due to the Term Loans being paid in full as a result of a refinancing of the Term Loans prior to the Maturity Date by all of the Lenders). All fees payable pursuant to this paragraph shall be deemed fully earned when due and payable and non-refundable as of the Closing Dateonce paid.

Prepayment Fee. If any advance under the Term Loans Loan is prepaid at any time, in whole or in part, for any reason (whether by voluntary prepayment by BorrowersBorrower, by mandatory prepayment by Borrower, by reason of the occurrence of an Event of Default or the acceleration of the Term Loans, or otherwise), or if the Term Loans Loan shall become accelerated (including any automatic acceleration due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise) and due and payable in full, Borrowers shall pay to Agent, for the benefit of all Lenders committed to make Term Loan advances, as compensation for the costs of such Lenders making funds available to Borrowers under this Agreement, a prepayment fee (the “Prepayment Fee”) calculated in accordance with this subsection. The Prepayment Fee shall be equal to an amount determined by multiplying the amount of the Term Loans being prepaid (or required to be prepaid, if such amount is greater) by the following applicable percentage amount: (wx) three and a half percent (3.503.0%) for the first year following the Closing Date Date, (xy) two and a half percent (2.502.0%) for the second year following the Closing Date, (y) one and a half percent (1.50%) for the third year following the Closing Date and (z) zero one percent (0.01.0%) thereafter. The Prepayment Fee shall not apply to or be assessed upon any prepayment made by Borrowers if such payments were (x) required by Agent to be made pursuant to Section 2.1(a)(ii)(B) subpart (i) (relating to casualty proceeds), or subpart (ii) (relating to payments exceeding the Maximum Lawful Rate) or (y) made due to the Term Loans being paid in full as a result of a refinancing of the Term Loans prior to the Maturity Date by all of the Lenders). All fees payable pursuant to this paragraph shall be deemed fully earned when due and payable and non-refundable as of the Closing Dateonce paid.

Prepayment Fee. If any advance under the Term Loans Loan is prepaid at any time, in whole or in part, for any reason (whether by voluntary prepayment by Borrowers, by reason of the occurrence of an Event of Default or the acceleration of the Term LoansLoan, or otherwise), or if the Term Loans Loan shall become accelerated and due and payable in full, or if the Lenders’ funding obligations in respect of any unfunded portion of the Term Loan shall terminate prior to the Maturity Date, Borrowers shall pay to Agent, for the benefit of all Lenders committed to make Term Loan advancesLenders, as compensation for the costs of such Lenders making funds available to Borrowers under this Agreement, a prepayment fee (the “Prepayment Fee”) in an amount equal to an amount determined by multiplying the amount of the Term Loans being prepaid (or required to be prepaid, if such amount is greater) multiplied by the following applicable percentage amount: (wx) three and a half four percent (3.504.0%) for the first year following the Closing Date Term Loan Tranche 1 Funding Date, (xy) two and a half three percent (2.503.0%) for the second year following the Closing Date, (y) one and a half percent (1.50%) for the third year following the Closing Term Loan Tranche 1 Funding Date and (z) zero two percent (0.02.0%) thereafter. The Prepayment Fee shall not apply to or be assessed upon any prepayment made by Borrowers if such payments were (x) required by Agent to be made pursuant to Section 2.1(a)(ii)(B2.1(a)(iii)(B) subpart (i) (relating to casualty proceeds), or subpart (ii) (relating to payments exceeding the Maximum Lawful Rate) ), or (y) made due repaid pursuant to the Term Loans being paid in full as a result of a refinancing of the Term Loans prior to the Maturity Date by all of the LendersSection 2.1(a)(v)(B)(II). All fees payable pursuant to this paragraph shall be deemed fully earned as of the Closing Date (provided that such fees shall nonetheless only become due and payable in the circumstances described in this paragraph) and non-refundable as of the Closing Dateapplicable date of prepayment.

Prepayment Fee. If any advance under the Term Loans Loan is prepaid at any time, in whole or in part, for any reason (whether by voluntary or mandatory prepayment by BorrowersBorrower, by reason of the occurrence of an Event of Default or the acceleration of the Term Loans, or otherwise), or if the Term Loans Loan shall become accelerated (including any automatic acceleration due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise) and due and payable in full, Borrowers shall pay to Agent, for the benefit of all Lenders committed to make Term Loan advances, as compensation for the costs of such Lenders making funds available to Borrowers under this Agreement, a prepayment fee (the “Prepayment Fee”) calculated in accordance with this subsection. The Prepayment Fee shall be equal to an amount determined by multiplying the amount of the Term Loans being prepaid (or required to be prepaid, if such amount is greater) by the following applicable percentage amount: (wx) three and a half percent (3.503.00%) for the first year following the Closing Date Date, (xy) two and a half percent (2.502.00%) for the second year following the Closing Date, (y) one and a half percent (1.50%) for the third year following the Closing Date and (z) zero one percent (0.01.00%) thereafter. The Prepayment Fee shall not apply to or be assessed upon any prepayment made by Borrowers if such payments were (x) required by Agent to be made pursuant to Section 2.1(a)(ii)(B) subpart (i) (relating to casualty proceeds), or subpart (ii) (relating to payments exceeding the Maximum Lawful Rate) or (y) made due to the Term Loans being paid in full as a result of a refinancing of the Term Loans in full prior to the Maturity Date by all Agent or an Affiliate of the LendersAgent. All fees payable pursuant to this paragraph shall be deemed fully fully-earned and non-refundable as of the Closing Date.

Prepayment Fee. If any advance under the Term Loans Loan is prepaid at any time, in whole or in part, for any reason (whether by voluntary or mandatory prepayment by BorrowersBorrower, by reason of the occurrence of an Event of Default or the acceleration of the Term Loans, or otherwise), or if the Term Loans Loan shall become accelerated (including any automatic acceleration due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise) and due and payable in full, Borrowers shall pay to Agent, for the benefit of all Lenders committed to make Term Loan advances, as compensation for the costs of such Lenders making funds available to Borrowers under this Agreement, a prepayment fee (the “Prepayment Fee”) calculated in accordance with this subsection. The Prepayment Fee shall be equal to an amount determined by multiplying the amount of the Term Loans being prepaid (or required to be prepaid, if such amount is greater) by the following applicable percentage amount: (wx) three and a half percent (3.503.0%) for the first year following the Closing Date Date, (xy) two and a half percent (2.502.0%) for the second year following the Closing Date, (y) one and a half percent (1.50%) for the third year following the Closing Date and (z) zero one percent (0.01.0%) thereafter. The Prepayment Fee shall not apply to or be assessed upon any prepayment made by Borrowers if such payments were (x) required by Agent to be made pursuant to Section 2.1(a)(ii)(B) subpart (i) (relating to casualty proceeds), or subpart (ii) (relating to payments exceeding the Maximum Lawful Rate) or (y) made due to the Term Loans being paid in full as a result of a refinancing of the Term Loans in full prior to the Maturity Date by all Agent or an Affiliate of the LendersAgent. All fees payable pursuant to this paragraph shall be deemed fully fully-earned and non-refundable as of the Closing Date.

Prepayment Fee. If any advance under the Term Loans Loan is prepaid at any time, in whole or in part, for any reason (whether by voluntary prepayment by Borrowers, by reason of the occurrence of an Event of Default or the acceleration of the Term LoansLoan, or otherwise), or if the Term Loans Loan shall become accelerated and due and payable in full, Borrowers shall pay to Agent, for the benefit of all Lenders committed to make Term Loan advances, as compensation for the costs of such Lenders making funds available to Borrowers under this Agreement, a prepayment fee (the “Prepayment Fee”) calculated in accordance with this subsection. The Prepayment Fee in respect of the Term Loan shall be equal to an amount determined by multiplying the amount of the Term Loans being prepaid (or required to be prepaid, if such amount is greater) by the following applicable percentage amount: (w) three and a half percent (3.503.0%) for the first year following the Closing Date Third Amendment Effective Date, (x) two and a half percent (2.502.0%) for the second year following the Closing Third Amendment Effective Date, (y) one and a half percent (1.50%) for the third year following the Closing Date and (z) zero percent (0.01.0%) thereafter. The Prepayment Fee shall not apply to or be assessed upon any prepayment made by Borrowers if such payments were (x) required by Agent to be made pursuant to Section 2.1(a)(ii)(B) subpart (i) (relating to casualty proceeds), or subpart (ii) (relating to payments exceeding the Maximum Lawful Rate) or (y) made due to the Term Loans being paid in full as a result of a refinancing of the Term Loans prior to the Maturity Date by all of the Lenders). All fees payable pursuant to this paragraph shall be deemed fully earned and non-refundable as of the Closing Date.” (f) Section 3.25(d) of the Credit Agreement is hereby deleted in its entirety and restated to read as follows:

Prepayment Fee. If any advance under the Term Loans Loan is prepaid at any time, in whole or in part, for any reason (whether by voluntary prepayment by Borrowers, by reason of the occurrence of an Event of Default or the acceleration of the Term LoansLoan, or otherwise), or if the Term Loans Loan shall become accelerated and due and payable in full, or if the Lenders’ funding obligations in respect of any unfunded portion of the Term Loan shall terminate prior to the Commitment Expiry Date, Borrowers shall pay to Agent, for the benefit of all Lenders committed to make Term Loan advances, as compensation for the costs of such Lenders making funds available to Borrowers under this Agreement, a prepayment fee (the “Prepayment Fee”) calculated in accordance with this subsection. The Prepayment Fee shall be equal to an amount determined by multiplying the amount of the Term Loans being prepaid by the following applicable percentage amount: (wx) three and a half percent (3.50%) 2.0% for the first year following the Closing Date , (x) two and a half percent (2.50%) for the second year following the Closing Date, (y) one and a half percent (1.50%) 1.0% for the third second year following the Closing Date and (z) zero percent (0.0%) 0% thereafter. The Prepayment Fee shall not apply to or be assessed upon any prepayment made by Borrowers if such payments were (x) required by Agent to be made pursuant to Section 2.1(a)(ii)(B) subpart (i) (relating to casualty proceeds), or subpart (ii) (relating to payments exceeding the Maximum Lawful Rate) or (y) made due to the Term Loans being paid in full as a result of a refinancing of the Term Loans prior to the Maturity Date by all of the Lenders). All fees payable pursuant to this paragraph shall be deemed fully earned and non-refundable as of the Closing Date.

Prepayment Fee. If any advance under the Term Loans Loan is prepaid at any time, in whole or in part, for any reason (whether by voluntary prepayment by Borrowers, by reason of the occurrence of an Event of Default or the acceleration of the Term LoansLoan, or otherwise), or if the Term Loans Loan shall become accelerated and due and payable in full, or if the Lenders’ funding obligations in respect of any unfunded portion of the Term Loan shall terminate prior to the Commitment Expiry Date, Borrowers shall pay to Administrative Agent, for the benefit of all Lenders committed to make Term Loan advancesadvances on the Closing Date, as compensation for the costs of such Lenders making funds available to Borrowers under this Agreement, a prepayment fee (the “Prepayment Fee”) calculated in accordance with this subsection. The Prepayment Fee shall be equal to an amount determined by multiplying the amount of the Term Loans being prepaid by the following applicable percentage amount: (w) three and a half percent (3.503%) for the first year following the Closing Date Date, (x) two and a half percent (2.502%) for the second year following the Closing Date, (y) one and a half percent (1.501%) for the third year following the Closing Date Date, and (z) zero percent (0.00%) thereafter. The Prepayment Fee shall not apply to or be assessed upon any prepayment made by Borrowers if such payments were (x) required by Administrative Agent to be made pursuant to Section 2.1(a)(ii)(B) subpart (i) (relating to casualty proceeds), or subpart (ii) (relating to payments exceeding the Maximum Lawful Rate) or (y) made due to the Term Loans being paid in full as a result of a refinancing of the Term Loans prior to the Maturity Date by all of the Lenders). All fees payable pursuant to this paragraph shall be deemed fully earned and non-refundable as of the Closing Date.

Prepayment Fee. If any advance under the Term Loans Loan is prepaid at any time, in whole or in part, for any reason (whether by voluntary prepayment by BorrowersBorrower, by mandatory prepayment by Borrower, by reason of the occurrence of an Event of Default or the acceleration of the Term Loans, or otherwise), or if the Term Loans Loan shall become accelerated (including any automatic acceleration due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise) and due and payable in full, Borrowers shall pay to Agent, for the benefit of all Lenders committed to make Term Loan advances, as compensation for the costs of such Lenders making funds available to Borrowers under this Agreement, a prepayment fee (the “Prepayment Fee”) calculated in accordance with this subsection. The Prepayment Fee shall be equal to an amount determined by multiplying the amount of the Term Loans being prepaid (or required to be prepaid, if such amount is greater) by the following applicable percentage amount: (wx) three and a half percent (3.503.0%) for the first year following the Closing Date Second Amendment Effective Date, (xy) two and a half percent (2.502.0%) for the second year following the Closing Date, (y) one and a half percent (1.50%) for the third year following the Closing Second Amendment Effective Date and (z) zero one percent (0.01.0%) thereafter. The Prepayment Fee shall not apply to or be assessed upon any prepayment made by Borrowers if such payments were (x) required by Agent to be made pursuant to Section 2.1(a)(ii)(B) subpart (i) (relating to casualty proceeds), or subpart (ii) (relating to payments exceeding the Maximum Lawful Rate) or (y) made due to the Term Loans being paid in full as a result of a refinancing of the Term Loans prior to the Maturity Date by all of the Lenders). All fees payable pursuant to this paragraph shall be deemed fully fully-earned and non-refundable as of the Closing Date.

Prepayment Fee. If any advance under the Term Loans Loan is prepaid at any time, in whole or in part, for any reason (whether by voluntary prepayment by BorrowersBorrower, by mandatory prepayment by Borrower, by reason of the occurrence of an Event of Default or the acceleration of the Term Loans, or otherwise), or if the Term Loans Loan shall become accelerated (including any automatic acceleration due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise) and due and payable in full, Borrowers shall pay to Agent, for the benefit of all Lenders committed to make Term Loan advances, as compensation for the costs of such Lenders making funds available to Borrowers under this Agreement, a prepayment fee (the “Prepayment Fee”) calculated in accordance with this subsection. The Prepayment Fee shall be equal to an amount determined by multiplying the amount of the Term Loans being prepaid (or required to be prepaid, if such amount is greater) by the following applicable percentage amount: (wx) three and a half percent (3.503.0%) for the first year following the Closing Date SecondThird Amendment Effective Date, (xy) two and a half percent (2.502.0%) for the second year following the Closing Date, (y) one and a half percent (1.50%) for the third year following the Closing SecondThird Amendment Effective Date and (z) zero one percent (0.01.0%) thereafter. The Prepayment Fee shall not apply to or be assessed upon any prepayment made by Borrowers if such payments were (x) required by Agent to be made pursuant to Section 2.1(a)(ii)(B) subpart (i) (relating to casualty proceeds), or subpart (ii) (relating to payments exceeding the Maximum Lawful Rate) or (y) made due to the Term Loans being paid in full as a result of a refinancing of the Term Loans prior to the Maturity Date by all of the Lenders). All fees payable pursuant to this paragraph shall be deemed fully fully-earned and non-refundable as of the Closing Date.. ​

Prepayment Fee. If any advance under the Term Loans Loan is prepaid at any time, in whole or in part, for any reason (whether by voluntary prepayment by BorrowersBorrower, by mandatory prepayment by Borrower, by reason of the occurrence of an Event of Default or the acceleration of the Term Loans, or otherwise), or if the Term Loans Loan shall become accelerated (including any automatic acceleration due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise) and due and payable in full, or if the Lenders’ funding obligations in respect of any unfunded portion of the Term Loan shall terminate prior to the Maturity Date, Borrowers shall pay to Agent, for the benefit of all Lenders committed to make Term Loan advances, as compensation for the costs of such Lenders making funds available to Borrowers under this Agreement, a prepayment fee (the “Prepayment Fee”) calculated in accordance with this subsection. The Prepayment Fee in respect of the Term Loan Tranche 1, Term Loan Tranche 2 or Term Loan Tranche 3 shall be equal to an amount determined by multiplying the amount of the Term Loans being prepaid (or required to be prepaid, if such amount is greater) by the following applicable percentage amount: (wx) three and a half percent (3.503.0%) for the first year following the Closing Date Date, (xy) two and a half percent (2.502.0%) for the second year following the Closing Date, (y) one and a half percent (1.50%) for the third year following the Closing Date and (z) zero one percent (0.01.0%) thereafter. The Prepayment Fee shall not apply to or be assessed upon any prepayment made by Borrowers if such payments were (x) required by Agent to be made pursuant to Section 2.1(a)(ii)(B) subpart (i) (relating to casualty proceeds), or subpart (ii) (relating to payments exceeding the Maximum Lawful Rate) or (y) made due to the Term Loans being paid in full as a result of a refinancing of the Term Loans prior to the Maturity Date by all of the Lenders). All fees payable pursuant to this paragraph shall be deemed fully fully-earned and non-refundable as of the Closing Date.

Prepayment Fee. If any advance under the Term Loans Loan is prepaid at any time, in whole or in part, for any reason (whether by voluntary or mandatory prepayment by BorrowersBorrower, by reason of the occurrence of an Event of Default or the acceleration of the Term Loans, or otherwise), or if the Term Loans Loan shall become accelerated (including any automatic acceleration due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise) and due and payable in full, Borrowers shall pay to Agent, for the benefit of all Lenders committed to make Term Loan advances, as compensation for the costs of such Lenders making funds available to Borrowers under this Agreement, a prepayment fee (the “Prepayment Fee”) calculated in accordance with this subsection. The Prepayment Fee shall be equal to an amount determined by multiplying the amount of the Term Loans being prepaid (or required to be prepaid, if such amount is greater) by the following applicable percentage amount: (wx) three and a half four percent (3.504.00%) for the first year following the Closing Date Fifth Amendment Effective Date, (xy) two and a half three percent (2.503.00%) for the second year following the Closing Fifth Amendment Effective Date, (y) one and a half percent (1.50%) for the third year following the Closing Date and (z) zero two percent (0.02.00%) thereafter. The Prepayment Fee shall not apply to or be assessed upon any prepayment made by Borrowers if such payments were (x) required by Agent to be made pursuant to Section 2.1(a)(ii)(B) subpart (i) (relating to casualty proceeds), or subpart (ii) (relating to payments exceeding the Maximum Lawful Rate), (y) required to be made pursuant to Section 6(a) of the Fourth Amendment, or (yz) made due to the Term Loans being paid in full as a result of a refinancing of the Term Loans in full prior to the Maturity Date by all Agent or an Affiliate of the LendersAgent. All fees payable pursuant to this paragraph shall be deemed fully fully-earned and non-refundable as of the Closing Date.”

Prepayment Fee. If any advance under the Term Loans Loan is prepaid at any time, in whole or in part, for any reason (whether by voluntary prepayment by Borrowers, Borrowers or by reason of the occurrence of an Event of Default or the acceleration of the Term LoansLoan, or otherwise), or if the Term Loans Loan shall become accelerated and due and payable in fullfull prior to the scheduled maturity date thereof, Borrowers shall pay to Agent, for the benefit of all Lenders committed to make Term Loan advancesLenders, as compensation for the costs of such Term Lenders making funds available to Borrowers under this Agreement, a prepayment fee (the “Prepayment Fee”) calculated in accordance with this subsection. The Prepayment Fee shall be equal to an amount determined by multiplying the amount of the Term Loans Loan being prepaid (or required to be prepaid, if such amount is greater) by the following applicable percentage amount: (w) three and a half one percent (3.501.00%) for the first year following the Closing Date , (x) two and a half percent (2.50%) for the second year following the Closing Date, (y) one and a half percent (1.50%) for the third year following the Closing Date and (z) zero percent (0.0%) thereafter). The Prepayment Fee shall not apply to or be assessed upon any prepayment made by Borrowers if such payments were (x) required by Agent to be made pursuant to Section 2.1(a)(ii)(B2.1(a)(iii)(B) subpart (i) (relating to casualty proceeds), or subpart (ii) (relating to payments exceeding the Maximum Lawful Rate) or (y) made due to the Term Loans being paid in full as a result of a refinancing of the Term Loans prior to the Maturity Date by all of the Lenders). All fees payable pursuant to this paragraph shall be deemed fully earned and non-refundable as of the Closing Dateonce paid.

Prepayment Fee. If any advance under the Term Loans Loan is prepaid at any time, in whole or in part, for any reason (whether by voluntary or mandatory prepayment by BorrowersBorrower, by reason of the occurrence of an Event of Default or the acceleration of the Term Loans, or otherwise), or if the Term Loans Loan shall become accelerated (including any automatic acceleration due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise) and due and payable in full, Borrowers shall pay to Agent, for the benefit of all Lenders committed to make Term Loan advances, as compensation for the costs of such Lenders making funds available to Borrowers under this Agreement, a prepayment fee (the “Prepayment Fee”) calculated in accordance with this subsection. The Prepayment Fee shall be equal to an amount determined by multiplying the amount of the Term Loans being prepaid (or required to be prepaid, if such amount is greater) by the following applicable percentage amount: (wx) three and a half four percent (3.504.00%) for the first year following the Closing Date Fourth Amendment Effective Date, (xy) two and a half three percent (2.503.00%) for the second year following the Closing Fourth Amendment Effective Date, (y) one and a half percent (1.50%) for the third year following the Closing Date and (z) zero two percent (0.02.00%) thereafter. The Prepayment Fee shall not apply to or be assessed upon any prepayment made by Borrowers if such payments were (x) required by Agent to be made pursuant to Section 2.1(a)(ii)(B) subpart (i) (relating to casualty proceeds), or subpart (ii) (relating to payments exceeding the Maximum Lawful Rate), (y) required to be made pursuant to Section 6(a) of the Fourth Amendment, or (yz) made due to the Term Loans being paid in full as a result of a refinancing of the Term Loans in full prior to the Maturity Date by all Agent or an Affiliate of the LendersAgent. All fees payable pursuant to this paragraph shall be deemed fully fully-earned and non-refundable as of the Closing Date.” (d) Section 6.2 of the Existing A&R Credit Agreement is hereby amended and restated in its entirety as follows: