Common use of Prepayment Fee Clause in Contracts

Prepayment Fee. In the event that the Borrower (w) makes a voluntary prepayment of any Term Loans pursuant to Section 1.7(b), (x) makes a mandatory prepayment of any Term Loans pursuant to Section 1.8(c)(iii) or 1.8(d) (but not, for the avoidance of doubt, any other mandatory prepayment), (y) make any prepayment of any Term Loans in connection with a Change of Control (including any refinancing of any portion of the Term Loans), or (z) if the Obligations are accelerated for any reason, including, but not limited to, acceleration in accordance with Section 7.2, or as a result of the commencement of any bankruptcy or insolvency proceeding, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the Term Lenders of the applicable Class, if such prepayment or acceleration occurs on or prior to (A) with respect to any Initial Term Loans, First Amendment Incremental Term Loans or First Amendment Delayed Draw Term Loans, the first anniversary of the First Amendment Effective Date or (B) with respect to any Second Delayed Draw Term Loans A, January 15, 2023 (each date set forth in the foregoing clauses (A) and (B), a “Prepayment Premium Termination Date”), a prepayment premium of 1.0% of the aggregate principal amount of the Term Loans of such Class so prepaid or accelerated (the “Prepayment Premium”). For the avoidance of doubt, no Prepayment Premium or other premium shall be payable in respect of a prepayment in respect of a Class of Term Loans after the applicable Prepayment Premium Termination Date with respect to such Class of Term Loans. If, on or prior to the applicable Prepayment Premium Termination Date with respect to a Class of Term Loans, any Term Lender of such Class that is a non-consenting Lender is replaced pursuant to Section 9.22 in connection with any amendment, amendment and restatement or other modification of this Agreement, such Lender (and not any Person who replaces such Lender pursuant to Section 9.22) shall receive the Prepayment Premium described in the preceding sentence with respect to the amount of Term Loans of such Class held by it immediately prior to such replacement. Such amounts shall be due and payable on the date of effectiveness of such prepayment, refinancing, substitution, replacement, amendment, amendment and restatement or other modification.

Prepayment Fee. In If any advance under the event that the Term Loan is prepaid at any time, in whole or in part, for any reason (whether by voluntary prepayment by Borrower, by mandatory prepayment by Borrower (wbut excluding any mandatory prepayment described in the penultimate sentence of this Section 2.2(i)), by reason of the occurrence of an Event of Default or otherwise, or if the Term Loan shall become accelerated (including any automatic acceleration due to the occurrence of an Event of Default described in Section 10.1(f)) makes or otherwise) and due and payable in full, Borrowers shall pay to Term Loan Servicer, for the benefit of all Term Lenders in accordance with their Pro Rata Shares, as compensation for the costs of such Lenders making funds available to Borrowers under this Agreement, a voluntary prepayment fee (the “Prepayment Fee”) calculated in accordance with this subsection. The Prepayment Fee in respect of any the Term Loans pursuant shall be equal to Section 1.7(b)an amount determined by multiplying the amount being prepaid (or required to be prepaid, if such amount is greater) by the following applicable percentage amount: (x) makes a mandatory prepayment of any Term Loans pursuant three percent (3.00%) to Section 1.8(c)(iii) or 1.8(d) (but not, for the avoidance of doubt, any other mandatory prepayment), (y) make any prepayment of any Term Loans in connection with a Change of Control (including any refinancing of any portion of the Term Loans), or (z) if the Obligations are accelerated for any reason, including, but not limited to, acceleration in accordance with Section 7.2, or as a result of the commencement of any bankruptcy or insolvency proceeding, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the Term Lenders of the applicable Class, if such prepayment or acceleration occurs on or prior to (A) with respect to any Initial Term Loans, First Amendment Incremental Term Loans or First Amendment Delayed Draw Term Loans, excluding the first anniversary of the First Amendment Effective Closing Date, (y) two percent (2.00%) on and after the first anniversary of the Closing Date or (B) with respect to any Second Delayed Draw Term Loans Abut excluding the second anniversary of the Closing Date, January 15, 2023 (each date set forth in the foregoing clauses (A) and (B), a “z) one percent (1.00%) thereafter. The Prepayment Premium Termination Date”), a Fee shall not apply to or be assessed upon any prepayment premium of 1.0% of the aggregate principal amount of the Term Loans of made by Borrowers if such Class so prepaid or accelerated (the “Prepayment Premium”). For the avoidance of doubt, no Prepayment Premium or other premium shall payments were required by Agent to be payable in respect of a prepayment in respect of a Class of Term Loans after the applicable Prepayment Premium Termination Date with respect to such Class of Term Loans. If, on or prior to the applicable Prepayment Premium Termination Date with respect to a Class of Term Loans, any Term Lender of such Class that is a non-consenting Lender is replaced made pursuant to Section 9.22 in connection with any amendment2.1(a)(ii)(B) subpart (i) (relating to casualty proceeds), amendment and restatement subpart (iii) (relating to payments exceeding the Maximum Lawful Rate), or other modification of this Agreement, such Lender subpart (and not any Person who replaces such Lender iv) (relating to equity cure prepayments). All fees payable pursuant to Section 9.22) shall receive the Prepayment Premium described in the preceding sentence with respect to the amount of Term Loans of such Class held by it immediately prior to such replacement. Such amounts this paragraph shall be deemed fully earned when due and payable on the date of effectiveness of such prepayment, refinancing, substitution, replacement, amendment, amendment and restatement or other modificationnon-refundable once paid.

Prepayment Fee. In If any advance under the event that the Borrower Term Loan is prepaid at any time, in whole or in part, for any reason (w) makes a whether by voluntary prepayment of any Term Loans pursuant to Section 1.7(b)by Borrower, (x) makes a by mandatory prepayment by Borrower, by reason of the occurrence of an Event of Default or otherwise, or if the Term Loan shall become accelerated (including any Term Loans pursuant automatic acceleration due to the occurrence of an Event of Default described in Section 1.8(c)(iii10.1(f)) or 1.8(dotherwise) (but notand due and payable in full, other than, for the avoidance of doubtdoubt (x) any scheduled repayments of principal pursuant to Section 2.1(a)(ii)(A) and (y) repayments of the Term Loans made (or required to be made) on the Maturity Date, any other mandatory prepayment)Borrowers shall pay to Term Loan Servicer, for the benefit of all Term Lenders in accordance with their Pro Rata Shares, 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 principal being prepaid (or required to be prepaid, if such amount is greater) by the following applicable percentage amount: (x) three percent (3.00%) for the first year following the Closing Date, (y) make two percent (2.00%) for the second year following the Closing Date, and (z) one percent (1.00%) thereafter. Notwithstanding the foregoing, the Prepayment Fee shall not apply to or be assessed upon any prepayment of any Term Loans in connection with a Change of Control made by Borrowers if such payments were required by Agent to be made pursuant to Section 2.1(a)(ii)(B) subpart (including any refinancing of any portion of the Term Loansi) (relating to casualty proceeds), or subpart (ziii) if (relating to payments exceeding the Obligations are accelerated for any reason, including, but not limited to, acceleration in accordance with Section 7.2, or as a result of the commencement of any bankruptcy or insolvency proceeding, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the Term Lenders of the applicable Class, if such prepayment or acceleration occurs on or prior to (A) with respect to any Initial Term Loans, First Amendment Incremental Term Loans or First Amendment Delayed Draw Term Loans, the first anniversary of the First Amendment Effective Date or (B) with respect to any Second Delayed Draw Term Loans A, January 15, 2023 (each date set forth in the foregoing clauses (A) and (B), a “Prepayment Premium Termination Date”), a prepayment premium of 1.0% of the aggregate principal amount of the Term Loans of such Class so prepaid or accelerated (the “Prepayment Premium”Maximum Lawful Rate). For the avoidance of doubt, no Prepayment Premium or other premium All fees payable pursuant to this paragraph shall be payable in respect of a prepayment in respect of a Class of Term Loans after the applicable Prepayment Premium Termination Date with respect to such Class of Term Loans. Ifdeemed fully earned when due and payable, on or prior to the applicable Prepayment Premium Termination Date with respect to a Class of Term Loans, any Term Lender of such Class that is a and non-consenting Lender is replaced pursuant to Section 9.22 in connection with any amendment, amendment and restatement or other modification of this Agreement, such Lender (and not any Person who replaces such Lender pursuant to Section 9.22) shall receive the Prepayment Premium described in the preceding sentence with respect to the amount of Term Loans of such Class held by it immediately prior to such replacement. Such amounts shall be due and payable on the date of effectiveness of such prepayment, refinancing, substitution, replacement, amendment, amendment and restatement or other modificationrefundable once paid.

Prepayment Fee. In the event that the Borrower (w) makes a voluntary prepayment of any Term Loans pursuant to Section 1.7(b), (x) makes a mandatory prepayment of any Term Loans pursuant to Section 1.8(c)(iii) or 1.8(d) 0 (but not, for the avoidance of doubt, any other mandatory prepayment), (y) make any prepayment of any Term Loans in connection with a Change of Control (including any refinancing of any portion of the Term Loans), or (z) if the Obligations are accelerated for any reason, including, but not limited to, acceleration in accordance with Section 7.2, or as a result of the commencement of any bankruptcy or insolvency proceeding, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the Term Lenders of the applicable Class, if such prepayment or acceleration occurs on or prior to (A) with respect to any Initial Term Loans, First Amendment Incremental Term Loans or First Amendment Delayed Draw Term Loans, the first anniversary of the First Amendment Effective Date or (B) with respect to any Second Delayed Draw Term Loans AA or Second Amendment Delayed Draw Term Loans B, January 15, 2023 (each date set forth in the foregoing clauses (A) and (B), a “Prepayment Premium Termination Date”), a prepayment premium of 1.0% of the aggregate principal amount of the Term Loans of such Class so prepaid or accelerated (the “Prepayment Premium”). For the avoidance of doubt, no Prepayment Premium or other premium shall be payable in respect of a prepayment in respect of a Class of Term Loans after the applicable Prepayment Premium Termination Date with respect to such Class of Term Loans. If, on or prior to the applicable Prepayment Premium Termination Date with respect to a Class of Term Loans, any Term Lender of such Class that is a non-consenting Lender is replaced pursuant to Section 9.22 in connection with any amendment, amendment and restatement or other modification of this Agreement, such Lender (and not any Person who replaces such Lender pursuant to Section 9.22) shall receive the Prepayment Premium described in the preceding sentence with respect to the amount of Term Loans of such Class held by it immediately prior to such replacement. Such amounts shall be due and payable on the date of effectiveness of such prepayment, refinancing, substitution, replacement, amendment, amendment and restatement or other modification.

Prepayment Fee. In the event that the Borrower (w) makes a voluntary prepayment of any Term Loans pursuant to Section 1.7(b), (x) makes a mandatory prepayment of any Term Loans pursuant to Section 1.8(c)(iii) or 1.8(d) (but not, for the avoidance of doubt, any other mandatory prepayment), (y) make any prepayment of any Term Loans LoanLoans in connection with a Change of Control (including any refinancing of any portion of the Term Loans), or (z) if the Obligations are accelerated for any reason, including, but not limited to, acceleration in accordance with Section 7.2, or as a result of the commencement of any bankruptcy or insolvency proceeding, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the Term Lenders of the applicable Class, if such prepayment or acceleration occurs on or prior to (A) with respect to any Initial Term Loans, First Amendment Incremental Term Loans or First Amendment Delayed Draw Term Loans, the first anniversary of the First Amendment Effective Date Date, a or (B) with respect to any Second Delayed Draw Term Loans AA or Second Amendment Delayed Draw Term Loans B, January 15, 2023 (each date set forth in the foregoing clauses (A) and (B), a “Prepayment Premium Termination Date”), a prepayment premium of 1.0% of the aggregate principal amount of the Term Loans of such Class so prepaid or accelerated (the “Prepayment Premium”). For the avoidance of doubt, no Prepayment Premium or other premium shall be payable in respect of a prepayment in after the first anniversary of the First Amendment Effective Datein respect of a Class of Term Loans after the applicable Prepayment Premium Termination Date with respect to such Class of Term Loans. If, on or prior to the applicable first anniversary of the First Amendment Effective Dateapplicable Prepayment Premium Termination Date with respect to a Class of Term Loans, any Term Lender of such Class that is a non-consenting Lender is replaced pursuant to Section 9.22 in connection with any amendment, amendment and restatement or other modification of this Agreement, such Lender (and not any Person who replaces such Lender pursuant to Section 9.22) shall receive the Prepayment Premium described in the preceding sentence with respect to the amount of Term Loans of such Class held by it immediately prior to such replacement. Such amounts shall be due and payable on the date of effectiveness of such prepayment, refinancing, substitution, replacement, amendment, amendment and restatement or other modification.

Prepayment Fee. In Provided that no Event of Default has occurred and is continuing or would occur as a result, upon the event that written request of the Borrower Borrowers, the Bank will permit the Borrowers to permanently reduce the Commitment (w"Permanent Reductions") makes a voluntary prepayment on the following conditions: (i) all Permanent Reductions shall be in increments of not less than Two Hundred Thousand and No/100 Dollars ($200,000); (ii) Permanent Reductions shall not occur more than once in any Term Loans thirty (30) day period; (iii) Permanent Reductions shall not occur more than four (4) times during the effectiveness of the Commitment; (iv) Lender shall be under no obligation to re-lend any amount permanently reduced pursuant to Section 1.7(b)a Permanent Reduction; (v) a Permanent Reduction may not be made which would cause an overadvance against the Borrowing Base after giving effect to such Permanent Reduction; (vi) a permanent Reduction will be evidenced by an amendment to this Agreement, and will not be effective until acknowledged by the Bank to the Borrowers in writing; (xvii) makes a mandatory prepayment Permanent Reduction would be supported by an equity investment into ASI in an amount greater than or equal to the Permanent Reduction; (viii) the Borrowers will pay the Permanent Reduction Prepayment Fee (as hereinafter defined) to the Bank; and (ix) the Borrowers will pay the actual, reasonable costs of any Term Loans pursuant to Section 1.8(c)(iii) or 1.8(d) (but notthe Bank, for the avoidance of doubtincluding without limitation legal fees and costs, any other mandatory prepayment), (y) make any prepayment of any Term Loans incurred in connection with a Change of Control Permanent Reduction. The "Permanent Reduction Prepayment Fee" is equal to (including any refinancing of any portion a) one and one-third percent (1.33%) of the Term Loans), or (z) if the Obligations are accelerated for any reason, including, but not limited to, acceleration in accordance with Section 7.2, or as a result amount of the commencement of any bankruptcy or insolvency proceeding, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the Term Lenders of the applicable Class, Permanent Reduction if such prepayment or acceleration termination occurs on or prior to (A) with respect to any Initial Term Loans, First Amendment Incremental Term Loans or First Amendment Delayed Draw Term Loans, before the first anniversary last day of the First Amendment eighteenth (18th) months after the Effective Date hereof; or (Bb) with respect to any Second Delayed Draw Term Loans A, January 15, 2023 two-thirds of one percent (each date set forth in the foregoing clauses (A.67%) and (B), a “Prepayment Premium Termination Date”), a prepayment premium of 1.0% of the aggregate principal amount of the Term Loans of Permanent Reduction if the Termination Date has been extended and such Class so prepaid or accelerated (termination occurs before the “Prepayment Premium”). For the avoidance of doubt, no Prepayment Premium or other premium shall be payable in respect of a prepayment in respect of a Class of Term Loans new Termination Date but after the applicable Prepayment Premium Termination eighteenth month after the Effective Date with respect to such Class of Term Loans. If, on or prior to the applicable Prepayment Premium Termination Date with respect to a Class of Term Loans, any Term Lender of such Class that is a non-consenting Lender is replaced pursuant to Section 9.22 in connection with any amendment, amendment and restatement or other modification of this Agreement, such Lender (and not any Person who replaces such Lender pursuant to Section 9.22) shall receive the Prepayment Premium described in the preceding sentence with respect to the amount of Term Loans of such Class held by it immediately prior to such replacement. Such amounts shall be due and payable on the date of effectiveness of such prepayment, refinancing, substitution, replacement, amendment, amendment and restatement or other modificationhereof.

Prepayment Fee. Section 2.4 is hereby amended by deleting the first paragraph thereof and replacing it with the following: “In consideration of the event Lender making the Loan available, the Borrower agrees that the Borrower Lender has earned and is entitled to a make whole fee (wthe “Prepayment Fee”) makes a payable upon: (i) any voluntary prepayment of any Term Loans loan repayment pursuant to Section 1.7(b)3.5; (ii) any accelerated or delayed payment or payment obligation arising upon an Event of Default as set forth herein, including without limitation, an Event of Default under Sections 8.1.10 and 8.1.15 herein; or (xiii) makes a mandatory prepayment of any Term Loans pursuant to Section 1.8(c)(iii) or 1.8(d) (but not, for the avoidance of doubt, any other mandatory prepayment)circumstance in which an obligation to pay the Principal Amount (or any portion thereof) arises before the Maturity Date, (y) make any prepayment of any Term Loans including without limitation, in connection with a Change of Control any mandatory payments required under Sections 3.6, 3.7 and 3.8 herein, (including any refinancing of any portion of the Term Loans), or (z) if the Obligations are accelerated for any reason, including, but not limited to, acceleration in accordance with Section 7.2, or as a result of the commencement of any bankruptcy or insolvency proceeding, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the Term Lenders of the applicable Class, if such prepayment or acceleration occurs on or prior to (A) with respect to any Initial Term Loans, First Amendment Incremental Term Loans or First Amendment Delayed Draw Term Loans, the first anniversary of the First Amendment Effective Date or (B) with respect to any Second Delayed Draw Term Loans A, January 15, 2023 (each date set forth in the foregoing clauses (Ai) and – (Biii), a “Prepayment Premium Termination Date”), a prepayment premium of 1.0% of the aggregate principal amount of the Term Loans of such Class so prepaid or accelerated (the “Prepayment PremiumTrigger Event”). For greater certainty, the avoidance of doubt, no Prepayment Premium or other premium Lender shall be payable in respect of entitled to, and shall have a prepayment in respect of a Class of Term Loans after the applicable Prepayment Premium Termination Date with respect to such Class of Term Loans. Ifclaim for, on or prior to the applicable Prepayment Premium Termination Date with respect to a Class of Term Loans, any Term Lender of such Class that is a non-consenting Lender is replaced pursuant to Section 9.22 in connection with any amendment, amendment and restatement or other modification of this Agreement, such Lender (and not any Person who replaces such Lender pursuant to Section 9.22) shall receive the Prepayment Premium described Fee in the preceding sentence event of an accelerated or delayed payment obligation of the Borrower upon an Event of Default hereunder even if the Borrower elects not to pay or is unable to pay the accelerated or delayed payment. The Borrower acknowledges and agrees that the Prepayment Fee constitutes liquidated damages, being a genuine estimate of the loss of profit of the Lenders and other damages arising from, or associated with respect to the occurrence of, the Prepayment Trigger Event, and is not a penalty. The Prepayment Fee shall be the product of (x) the greater of the amount paid or payable upon a Prepayment Trigger Event multiplied by (y) the Interest Rate multiplied by (z) a fraction, the numerator of Term Loans which is the number of such Class held by it immediately prior to such replacement. Such amounts shall be due and payable on days from (but excluding) the date of effectiveness that Prepayment Trigger Event to (and including) the Maturity Date, and the denominator of such prepaymentwhich is 365. Upon the Prepayment Trigger Event, refinancing, substitution, replacement, amendment, amendment the Prepayment Fee shall be added to the Principal Amount and restatement or other modificationinterest shall be calculated on any unpaid part thereof in accordance with the terms herein.”

Prepayment Fee. In (i) The Borrowers shall pay to the event that Agent, for the Borrower ratable benefit of the Lenders holding Initial Term Loans and Delayed Draw Term Loans, a prepayment fee in connection with any payment or prepayment (wor acceleration following the occurrence of an Event of Default) makes a voluntary of the Initial Term Loans or Delayed Draw Term Loans (other than any such payment or prepayment made pursuant to Section 2.8(b)(i), Section 2.8(b)(ii), Section 2.8(b)(iv), or Section 2.8(d)) or upon any assignment of any the Initial Term Loans or Delayed Draw Term Loans pursuant to Section 1.7(b)14.2, by acceleration or otherwise, and whether prior to or after the occurrence of an Event of Default, as liquidated damages and compensation for the costs of being prepared to make funds available in an amount (the “Prepayment Fee”) equal to (w) if such assignment, acceleration, payment or prepayment occurs after the Closing Date and on or prior to the one (1) year anniversary of the Closing Date, the Make-Whole Amount, (x) makes if such assignment, acceleration, payment or prepayment occurs after the one (1) year anniversary of the Closing Date but on or prior to the two (2) year anniversary of the Closing Date, 103% of the amount so assigned, accelerated, repaid or prepaid; provided, that if such assignment, acceleration, payment or prepayment occurs as a mandatory result of a Change of Control during such period, such Prepayment Fee shall equal 104% of the amount so assigned, accelerated, repaid or prepaid, (y) if such assignment, acceleration, payment or prepayment occurs after the two (2) year anniversary of the Closing Date but on or prior to the three (3) year anniversary of the Closing Date, 101% of the amount so assigned, accelerated, repaid or prepaid and (z) at any time thereafter, par. Notwithstanding the foregoing, the Borrowers shall be permitted to make voluntary prepayments of the Term Loans pursuant to Section 1.8(c)(iii2.8(a) or 1.8(d) in an aggregate amount not to exceed $10,000,000 in each fiscal year (but not, for the avoidance of doubt, with unused amounts not carried forward to subsequent fiscal years) without incurring any other mandatory prepaymentPrepayment Fee. (ii) THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE AMOUNTS SPECIFIED IN SECTION 2.9(D)(I) IN CONNECTION WITH ANY ACCELERATION, IN EACH CASE, TO THE MAXIMUM EXTENT SUCH WAIVER IS PERMITTED UNDER APPLICABLE LAW. The Loan Parties expressly agree that (i) the amounts specified in Section 2.9(d)(i) are reasonable and the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the amounts specified in Section 2.9(d)(i) 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 and the Loan Parties giving specific consideration in this transaction for such agreement to pay the amounts specified in Section 2.9(d)(i), (yiv) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this provision, (v) the Borrowers’ agreement to pay the amounts specified in Section 2.9(d)(i) is a material inducement to the Lenders to make any prepayment the Term Loans, and (vi) the amounts specified in Section 2.9(d)(i) represent a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of any Term Loans in connection with a Change of Control (including any refinancing of any portion early optional repayment, mandatory prepayment, mandatory assignment or early repayment due to acceleration of the Term Loans), or (z) if as the Obligations are accelerated for any reason, including, but not limited to, acceleration in accordance with Section 7.2, or as a result of the commencement of any bankruptcy or insolvency proceeding, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the Term Lenders of the applicable Class, if such prepayment or acceleration occurs on or prior to (A) with respect to any Initial Term Loans, First Amendment Incremental Term Loans or First Amendment Delayed Draw Term Loans, the first anniversary of the First Amendment Effective Date or (B) with respect to any Second Delayed Draw Term Loans A, January 15, 2023 (each date set forth in the foregoing clauses (A) and (B), a “Prepayment Premium Termination Date”), a prepayment premium of 1.0% of the aggregate principal amount of the Term Loans of such Class so prepaid or accelerated (the “Prepayment Premium”). For the avoidance of doubt, no Prepayment Premium or other premium shall be payable in respect of a prepayment in respect of a Class of Term Loans after the applicable Prepayment Premium Termination Date with respect to such Class of Term Loans. If, on or prior to the applicable Prepayment Premium Termination Date with respect to a Class of Term Loans, any Term Lender of such Class that is a non-consenting Lender is replaced pursuant to Section 9.22 in connection with any amendment, amendment and restatement or other modification of this Agreement, such Lender (and not any Person who replaces such Lender pursuant to Section 9.22) shall receive the Prepayment Premium described in the preceding sentence with respect to the amount of Term Loans of such Class held by it immediately prior to such replacement. Such amounts shall be due and payable on the date of effectiveness of such prepayment, refinancing, substitution, replacement, amendment, amendment and restatement or other modificationcase may be.

Prepayment Fee. In If, at any time prior to the event that Commitment Expiry Date, (i) except to the Borrower (w) makes a voluntary prepayment of any Term Loans pursuant to extent permitted in Section 1.7(b2.1(b)(iii)(B), (x) makes a mandatory prepayment of any Term Loans pursuant to Section 1.8(c)(iii) or 1.8(d) (but not, for the avoidance of doubt, any other mandatory prepayment), (y) make any prepayment of any Term Loans in connection with a Change of Control (including any refinancing of any portion of the Term LoansRevolving Loan is prepaid at any time, in whole or in part, for any reason other than pursuant to the mandatory repayment provisions set forth in Section 2.1(b)(ii), and such prepayment is accompanied by a corresponding permanent reduction of the Revolving Loan Commitment, whether by voluntary prepayment and/or termination by Borrowers, by reason of the occurrence of an Event of Default, or otherwise, or (zii) if the Obligations are Revolving Loans shall become accelerated for any reason, including, but not limited to, acceleration and due and payable in accordance with Section 7.2full, or as a result (iii) except to the extent permitted in Section 2.1(b)(iii)(B) and Section 2.11(d), the Lenders’ funding obligations in respect of any unfunded portion of the commencement of Revolving Loan shall terminate, then in any bankruptcy or insolvency proceedingsuch event, the Borrower Borrowers shall pay to the Administrative Agent, for the ratable account benefit of each all Lenders committed to make Revolving Loans, as compensation for the costs of such Lenders making funds available to Borrowers under this Agreement, a prepayment fee (the Term Lenders “Prepayment Fee”) calculated in accordance with this subsection. The Prepayment Fee shall be equal to the product of (y) $40,000,000, multiplied by (z) the applicable Class, following percentage: (i) two percent (2.0%) if such prepayment or acceleration occurs on or prior to (A) with respect to any Initial Term Loans, First Amendment Incremental Term Loans or First Amendment Delayed Draw Term Loans, the first anniversary of the First Amendment Effective Date Closing Date, (ii) one and one-half percent (1.5%) if such prepayment occurs on or (B) with respect to any Second Delayed Draw Term Loans A, January 15, 2023 (each date set forth in after the foregoing clauses (A) and (B), a “Prepayment Premium Termination Date”), a prepayment premium of 1.0% first anniversary of the aggregate principal amount of the Term Loans of such Class so prepaid or accelerated (the “Prepayment Premium”). For the avoidance of doubt, no Prepayment Premium or other premium shall be payable in respect of a prepayment in respect of a Class of Term Loans after the applicable Prepayment Premium Termination Closing Date with respect to such Class of Term Loans. If, on or but prior to the applicable Prepayment Premium Termination second anniversary of the Closing Date, and (iii) one percent (1.0%) if such prepayment occurs on or after the second anniversary of the Closing Date with respect but prior to a Class of Term Loans, any Term Lender of such Class that is a the Commitment Expiry Date. All fees payable pursuant to this paragraph shall be deemed fully earned and non-consenting Lender is replaced pursuant to Section 9.22 in connection with any amendment, amendment and restatement or other modification refundable as of this Agreement, such Lender (and not any Person who replaces such Lender pursuant to Section 9.22) shall receive the Prepayment Premium described in the preceding sentence with respect to the amount of Term Loans of such Class held by it immediately prior to such replacement. Such amounts shall be due and payable on the date of effectiveness of such prepayment, refinancing, substitution, replacement, amendment, amendment and restatement or other modificationClosing Date.”

Prepayment Fee. In (a) At the event that the Borrower (w) makes a voluntary prepayment effective date of any Term Loans pursuant to Section 1.7(b), (x) makes a mandatory prepayment termination of any Term Loans pursuant to Section 1.8(c)(iii) or 1.8(d) (but not, for the avoidance of doubt, any other mandatory prepayment), (y) make any prepayment of any Term Loans in connection with a Change of Control (including any refinancing of any portion of the Term Loans), or (z) if the Obligations are accelerated this Agreement for any reason, including, but not limited to, acceleration in accordance with Section 7.2, any prepayment of Term Loan A pursuant to subsection 3.3.5 or as a result any reduction of the commencement of any bankruptcy or insolvency proceedingRevolving Loan Commitments pursuant to subsection 3.3.6, the Borrower Borrowers shall jointly and severally pay to the Administrative Agent, for the ratable account benefit of each Revolving Credit and Term Loan A Lenders (in addition to the then outstanding principal, accrued interest and other charges then due and owing under the terms of this Agreement and any of the other Loan Documents and any amounts then due and owing pursuant to subsection 3.2.5), as liquidated damages for the loss of the bargain and not as a penalty, an amount equal to (i) 1% of the sum of the aggregate amount of the Revolving Loan Commitments then being reduced or terminated and the outstanding amount of Term Loan A then being prepaid, if such termination, prepayment or reduction occurs during the first 12 month period of the Term Lenders (January 15, 2004 through January 14, 2005) and (ii) 0.50% of the applicable Classsum of the aggregate amount of the Revolving Loan Commitments then being reduced or terminated and the outstanding amount of Term Loan A then being prepaid, if such termination, prepayment or acceleration reduction occurs during the second 12 month period of the Term (January 15, 2005 through January 14, 2006). If such termination, prepayment or reduction occurs on or prior to (A) with respect to any Initial Term Loans, First Amendment Incremental Term Loans or First Amendment Delayed Draw Term Loans, the first anniversary of the First Amendment Effective Date or (B) with respect to any Second Delayed Draw Term Loans A, after January 15, 2023 (each date set forth in 2006, no prepayment fee shall be payable for the foregoing clauses (A) and (B), a “Prepayment Premium Termination Date”), a prepayment premium of 1.0% benefit of the aggregate principal amount Revolving Credit and Term Loan A Lenders. (b) Upon any prepayment of the Term Loans Loan B (other than a mandatory prepayment pursuant to subsection 3.3.2 of such Class so prepaid the Agreement) or accelerated (upon the “Prepayment Premium”). For effective date of termination of this Agreement for any reason, Borrowers shall pay to Tranche B Agent, for the avoidance ratable benefit of doubtthe Term Loan B Lenders, no Prepayment Premium or other premium shall be payable in respect as liquidated damages for the loss of the bargain and not as a prepayment in respect of a Class of Term Loans after the applicable Prepayment Premium Termination Date with respect to such Class of Term Loans. Ifpenalty, on or prior an amount equal to the Term Loan B Prepayment Fee applicable Prepayment Premium Termination Date with respect to a Class of Term Loans, any Term Lender of at such Class that is a non-consenting Lender is replaced pursuant to Section 9.22 in connection with any amendment, amendment and restatement or other modification of this Agreement, such Lender (and not any Person who replaces such Lender pursuant to Section 9.22) shall receive the Prepayment Premium described in the preceding sentence with respect to the amount of Term Loans of such Class held by it immediately prior to such replacement. Such amounts shall be due and payable on the date of effectiveness of such prepayment, refinancing, substitution, replacement, amendment, amendment and restatement or other modificationtime.

Prepayment Fee. In the event that the Borrower (w) makes a voluntary prepayment of any Term Loans pursuant to Except as provided in Section 1.7(b5.3(g), (x) makes a mandatory prepayment of any Term Loans pursuant to Section 1.8(c)(iii) if Borrower pays or 1.8(d) (but not, for the avoidance of doubt, any other mandatory prepayment), (y) make any prepayment of any Term Loans in connection with a Change of Control (including any refinancing of prepays all or any portion of the Term Loans)Loans for any reason (including, or (z) if without limitation, in the event of the termination of this Agreement and repayment of the Obligations are accelerated at any time prior to the Maturity Date, for any reason, includingincluding (i) termination upon the election of the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, but not limited to(ii) foreclosure and sale of Collateral, acceleration (iii) sale of the Collateral in accordance with Section 7.2any Insolvency Proceeding, or (iv) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding), then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such payment or prepayment, and by mutual agreement of the commencement parties as to a reasonable estimation and calculation of any bankruptcy the lost profits or insolvency proceedingdamages of the Lenders, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the Term Lenders pro rata benefit of the applicable ClassLenders, as liquidated damages and compensation for the costs of being prepared to make funds available hereunder an amount equal to the sum of (a) the amount of principal of the Loans paid or prepaid, plus (b) the accrued but unpaid interest on the principal amount so prepaid, if such prepayment any, to the date of the payment or acceleration occurs on or prepayment, plus (c) any amounts payable under Section 3.9, plus (d) (i) if prior to (A) with respect to any Initial Term Loans, First Amendment Incremental Term Loans or First Amendment Delayed Draw Term Loans, the first anniversary of the First Amendment Effective Date Closing Date, the Make-Whole Amount or (Bii) with respect to any Second Delayed Draw Term Loans A, January 15, 2023 (each date set forth in if on or after the foregoing clauses (A) and (B), a “Prepayment Premium Termination first anniversary of the Closing Date”), a prepayment premium of 1.0% of fee equal to the aggregate principal amount of the Term Loans of such Class so prepaid or accelerated multiplied by the following percentage (the “Prepayment Applicable Premium”). For ): Notwithstanding the avoidance of doubtforegoing, no Prepayment Premium or other premium shall be payable in respect of if Borrower completes a prepayment in respect of a Class of Term Loans after the applicable Prepayment Premium Termination Date with respect to such Class of Term Loans. If, Qualified Public Offering on or prior to the applicable Prepayment Premium Termination Date with respect to a Class of Term Loansdate that is 150 days following the Closing Date, any Term Lender Borrower may, within five (5) Business Days of such Class that is a non-consenting Lender is replaced pursuant to Section 9.22 in connection with any amendmentQualified Public Offering, amendment and restatement or other modification of this Agreement, such Lender (and not any Person who replaces such Lender pursuant to Section 9.22) shall receive apply the Prepayment Premium described in the preceding sentence with respect to the amount of Term Loans proceeds of such Class held by it immediately prior Qualified Public Offering to prepay the Loans in whole, but not in part, and such replacement. Such prepayment shall not be subject to amounts shall be due and payable on the date of effectiveness of such prepayment, refinancing, substitution, replacement, amendment, amendment and restatement or other modificationset forth in clause (d) above.

Prepayment Fee. In the event that the Borrower (w) makes a voluntary prepayment of any Term Loans pursuant to Section 1.7(b), (x) makes a mandatory prepayment of any Term Loans pursuant to Section 1.8(c)(iii) or 1.8(d) 0 (but not, for the avoidance of doubt, any other mandatory prepayment), (y) make any prepayment of any Term Loans in connection with a Change of Control (including any refinancing of any portion of the Term Loans), or (z) if the Obligations are accelerated for any reason, including, but not limited to, acceleration in accordance with Section 7.2, or as a result of the commencement of any bankruptcy or insolvency proceeding, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the Term Lenders of the applicable Class, if such prepayment or acceleration occurs on or prior to (A) with respect to any Initial Term Loans, First Amendment Incremental Term Loans or First Amendment Delayed Draw Term Loans, the first anniversary of the First Amendment Effective Date or (B) with respect to any Second Delayed Draw Term Loans A, January 15, 2023 (each date set forth in the foregoing clauses (A) and (B), a “Prepayment Premium Termination Date”), a prepayment premium of 1.0% of the aggregate principal amount of the Term Loans of such Class so prepaid or accelerated (the “Prepayment Premium”). For the avoidance of doubt, no Prepayment Premium or other premium shall be payable in respect of a prepayment in respect of a Class of Term Loans after the applicable Prepayment Premium Termination Date with respect to such Class of Term Loans. If, on or prior to the applicable Prepayment Premium Termination Date with respect to a Class of Term Loans, any Term Lender of such Class that is a non-consenting Lender is replaced pursuant to Section 9.22 in connection with any amendment, amendment and restatement or other modification of this Agreement, such Lender (and not any Person who replaces such Lender pursuant to Section 9.22) shall receive the Prepayment Premium described in the preceding sentence with respect to the amount of Term Loans of such Class held by it immediately prior to such replacement. Such amounts shall be due and payable on the date of effectiveness of such prepayment, refinancing, substitution, replacement, amendment, amendment and restatement or other modification.

Prepayment Fee. In the event that the Borrower If any advance under a Loan is prepaid at any time, in whole or in part, for any reason (w) makes a whether by voluntary prepayment of any Term Loans pursuant to Section 1.7(b)by Borrower, (x) makes a by mandatory prepayment by Borrower, by reason of any Term Loans pursuant to Section 1.8(c)(iii) the occurrence of an Event of Default or 1.8(d) (but nototherwise, for or if the avoidance of doubt, any other mandatory prepayment), (y) make any prepayment of any Term Loans in connection with a Change of Control Loan shall become accelerated (including any refinancing automatic acceleration due to the occurrence of any portion an Event of the Term Loans), Default described in Section 10.1(e) or (zf)) if the Obligations are accelerated for any reasonor otherwise) and due and payable in full, including, but not limited to, acceleration in accordance with Section 7.2, or as a result of the commencement of any bankruptcy or insolvency proceeding, the Borrower Borrowers shall pay to the Administrative Agent, for the ratable account benefit of each all Lenders in accordance with their Pro Rata Shares, as compensation for the costs of such Lenders making funds available to Borrowers under this Agreement, a prepayment fee (the Term Lenders of “Prepayment Fee”) calculated in accordance with this subsection. The Prepayment Fee shall be equal to an amount determined by multiplying the applicable Classamount being prepaid (or required to be prepaid, if such prepayment or acceleration occurs on or prior amount is greater) by the following applicable percentage amount: (1) with respect to the Initial Term Loans, (Aw) three percent (3.00%) with respect to any Initial Term Loanspayment or prepayment on or prior to the first year anniversary of the Closing Date, First Amendment Incremental Term Loans (x) two percent (2.00%) with respect to any payment or First Amendment prepayment on or prior to the second year anniversary of the Closing Date, (y) one percent (1.00%) with respect to any payment or prepayment on or prior to the third year anniversary of the Closing Date, and (z) zero percent (0.00%) thereafter, and (2) with respect to the Delayed Draw Term Loans, the first anniversary of the First Amendment Effective Date or (Bw) three percent (3.00%) with respect to any Second Delayed Draw Term Loans A, January 15, 2023 (each date set forth in the foregoing clauses (A) and (B), a “Prepayment Premium Termination Date”), a payment or prepayment premium of 1.0% of the aggregate principal amount of the Term Loans of such Class so prepaid or accelerated (the “Prepayment Premium”). For the avoidance of doubt, no Prepayment Premium or other premium shall be payable in respect of a prepayment in respect of a Class of Term Loans after the applicable Prepayment Premium Termination Date with respect to such Class of Term Loans. If, on or prior to the first year following the applicable Prepayment Premium Termination Date Delayed Draw Term Loan Funding Date, (x) two percent (2.00%) with respect to a Class any payment or prepayment on or prior to the second year anniversary of the applicable Delayed Draw Term Loans, Loan Funding Date (y) one percent (1.00%) with respect to any payment or prepayment on or prior to the third year anniversary of the applicable Delayed Draw Term Lender of Loan Funding 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 Class that is a non-consenting Lender is replaced payments were required to be made pursuant to Section 9.22 in connection with any amendment2.1(a)(ii)(B) subpart (i) (relating to casualty proceeds), amendment and restatement or other modification of this Agreement, such Lender subpart (and not any Person who replaces such Lender iii) (relating to payments exceeding the Maximum Lawful Rate). All fees payable pursuant to Section 9.22) shall receive the Prepayment Premium described in the preceding sentence with respect to the amount of Term Loans of such Class held by it immediately prior to such replacement. Such amounts this paragraph shall be due deemed fully earned as of the Closing Date and payable on the date of effectiveness of such prepayment, refinancing, substitution, replacement, amendment, amendment and restatement or other modificationnon-refundable once paid.

Prepayment Fee. In If any advance under the event that the Borrower Term Loan is prepaid at any time, in whole or in part, for any reason (w) makes a whether by voluntary prepayment of any Term Loans pursuant to Section 1.7(b)by Borrower, (x) makes a by mandatory prepayment by Borrower, by reason of any the occurrence of an Event of Default or otherwise, or if the Term Loans pursuant to Section 1.8(c)(iii) or 1.8(d) (but not, for the avoidance of doubt, any other mandatory prepayment), (y) make any prepayment of any Term Loans in connection with a Change of Control Loan shall become accelerated (including any refinancing automatic acceleration due to the occurrence of any portion an Event of the Term LoansDefault described in Section 10.1(f)) or otherwise) and due and payable in full, or (z) if the Obligations are accelerated for any reason, including, but not limited to, acceleration in accordance with Section 7.2, or as a result of the commencement of any bankruptcy or insolvency proceeding, the Borrower Borrowers shall pay to the Administrative Agent, for the ratable account benefit of each 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 Lenders of Loans shall be equal to an amount determined by multiplying the applicable Classprincipal amount being prepaid (or required to be prepaid, if such amount is greater) by the following applicable percentage amount: (w) three percent (3.00%) if such prepayment or acceleration occurs on or prior to (A) with respect to any Initial Term Loans, First Amendment Incremental Term Loans or First Amendment Delayed Draw Term Loans, the first anniversary of the First Second Amendment Effective Date, (x) two percent (2.00%) if such prepayment occurs after the first anniversary of the Second MidCap / Codex / Amendment No. 2 to Credit Agreement (Term Loan) MACROBUTTON DocID \\4139-2750-1384 v5 Amendment Effective Date or (B) with respect to any Second Delayed Draw Term Loans A, January 15, 2023 (each date set forth in the foregoing clauses (A) and (B), a “Prepayment Premium Termination Date”), a prepayment premium of 1.0% of the aggregate principal amount of the Term Loans of such Class so prepaid or accelerated (the “Prepayment Premium”). For the avoidance of doubt, no Prepayment Premium or other premium shall be payable in respect of a prepayment in respect of a Class of Term Loans after the applicable Prepayment Premium Termination Date with respect to such Class of Term Loans. If, but on or prior to the applicable second anniversary of the Second Amendment Effective Date, (y) one percent (1.00%) if such prepayment occurs after the second anniversary of the Second Amendment Effective Date but on or prior to the third anniversary of the Second Amendment Effective Date, and (z) zero percent (0%) thereafter. The Prepayment Premium Termination Date with respect Fee shall not apply to a Class of Term Loans, or be assessed upon any Term Lender of prepayment made by Borrowers if such Class that is a non-consenting Lender is replaced payments were required by Agent to be made pursuant to Section 9.22 in connection with any amendment2.1(a)(ii)(B) subpart (i) (relating to casualty proceeds), amendment and restatement or other modification of this Agreement, such Lender subpart (and not any Person who replaces such Lender ii) (relating to payments exceeding the Maximum Lawful Rate). All fees payable pursuant to Section 9.22) shall receive the Prepayment Premium described in the preceding sentence with respect to the amount of Term Loans of such Class held by it immediately prior to such replacement. Such amounts this paragraph shall be due deemed fully earned as of the Closing Date are non-refundable once paid.” (g) Section 7.2(b) of the Existing Credit Agreement is hereby amended and payable on the date of effectiveness of such prepayment, refinancing, substitution, replacement, amendment, amendment and restatement or other modification.restated as follows: