Common use of Prepayment indemnity Clause in Contracts

Prepayment indemnity. If the Borrower shall, subject always to Clause 5.3 or Clause 5.4 (as the case may be) , make a prepayment on a Business Day other than the last day of an Interest Period in respect of the whole or any part of the Loan, it shall, in addition to the amount prepaid, any Prepayment Fee and accrued interest, pay to the Lender any amount which the Lender may certify is necessary to compensate the Lender for any Break Costs incurred by the Lender as a result of the making of the prepayment in question. The Borrower shall also pay on demand, in all circumstances and irrespective of the date on which any prepayment is made, such amount as the Lender as Swap Provider shall certify as shall be necessary to compensate the Lender for any losses under the Hedging Agreement arising out of such prepayment or any payment deferral under Clause 5.9. The Hedging Agreement shall be adjusted by the Lender upon (i) any prepayment howsoever made or (ii) any payment deferral under Clause 5.9, to reflect such prepayment or payment deferral (as the case may be). No further fees or penalties shall be payable in respect of any such prepayment or deferral. The Borrower shall be entitled to be credited with and the Lender agrees to pay to the Borrower any Break Gains subject always to any right of set-off on the part of the Lender and provided no Potential Event of Default or Event of Default shall have occurred.

Prepayment indemnity. If (i) The Borrower may any time and from time to time, upon notice to the Borrower shallAdministrative Agent and the New Incremental Term Loan Lead Arranger pursuant to delivery to the Administrative Agent and the New Incremental Term Loan Lead Arranger of a duly executed notice of loan prepayment substantially consistent (where applicable) with Exhibit L (Notice of Loan Prepayment) to the Credit Agreement, prepay any New Incremental Term Loan made to it, in whole or in part, without penalty or premium; provided, that all such voluntary prepayments shall be subject always to Clause 5.3 or Clause 5.4 (as the case may be) , make a prepayment on a Business Day other than the last day of an Interest Period in respect Section 4.10 of the whole or Credit Agreement, provided, further, that such notice must be received by the Administrative Agent and the New Incremental Term Loan Lead Arranger three (3) 13520179v5 Business Days prior to the date fixed for such prepayment. Each such notice shall specify the date and amount of prepayment and the interest to be paid on the prepayment date with respect to such principal amount being prepaid. Upon the receipt of any part such notice the New Incremental Term Loan Lead Arranger shall promptly notify the New Incremental Term Loan Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with the amounts due pursuant to Section 4.10 of the Loan, it shall, in addition Credit Agreement and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any Prepayment Fee and accrued interest, pay to the Lender any amount which the Lender may certify is necessary to compensate the Lender for any Break Costs incurred by the Lender as notice of prepayment under this clause (h)(i) if such prepayment would have resulted from a result refinancing of the making New Incremental Term Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments pursuant to this clause (h) shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. (ii) In connection with any mandatory prepayment under subsection 4.2(b) of the Credit Agreement and in accordance with subsection 4.2(c) of the Credit Agreement, the Borrower shall ensure (whether through an additional optional prepayment or otherwise) that each New Incremental Term Loan is prepaid on a ratable basis with the outstanding Term A-1 Loans, Term A-2 Loans and Incremental Term A-3 Loans (as defined below) pursuant to subsection 4.2(d) of the Credit Agreement; it being understood that the amount of the prepayment in question. The Borrower required by subsection 4.2(b) to be applied to any New Incremental Term Loan shall also pay on demandbe reduced by the portion of Net Cash Proceeds required to make corresponding mandatory prepayments of any Term A-1 Loans, in all circumstances any Term A-2 Loans, any Incremental Term A-3 Loans, any pari passu Incremental Term Loans and irrespective any other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(i) or (e)(ii) of the date on which Credit Agreement then outstanding that requires such corresponding mandatory prepayment; provided that (x) such prepayment of any prepayment is made, such amount as the Lender as Swap Provider shall certify as New Incremental Term Loan shall be necessary applied to compensate the Lender for any losses under the Hedging Agreement arising out principal installment payment of such New Incremental Term Loan due at maturity and (y) any such mandatory prepayment shall be subject to subsection 4.2(g) of the Credit Agreement. Notwithstanding anything to the contrary in this Agreement or in the Credit Agreement, Section 4.10 of the Credit Agreement shall apply to any mandatory prepayment of any portion of the applicable Incremental Term A-5 Facility or Incremental Term A-6 Facility pursuant to subsection 4.2(b) of the Credit Agreement and to any payment deferral under Clause 5.9. The Hedging Agreement shall be adjusted by the Lender upon (i) any prepayment howsoever made or (ii) any payment deferral under Clause 5.9, to reflect such prepayment or payment deferral (as the case may be). No further fees or penalties shall be payable in respect of any such prepayment or deferral. The Borrower shall be entitled to be credited with and the Lender agrees to pay to the Borrower any Break Gains subject always to any right of set-off on the part portion of the Lender and provided no Potential Event applicable Incremental Term A-5 Facility or Incremental Term A-6 Facility following an acceleration of Default or Event the Loans pursuant to Section 9 of Default the Credit Agreement. For purposes hereof, “Incremental Term A-3 Loans” shall have occurredthe meaning assigned thereto under that certain Incremental Facility Amendment dated as of July 22, 2021, by and among the Company, as borrower, the Guarantors signatory thereto, the Administrative Agent and CoBank, as sole lead arranger and bookrunner, and as sole lender.

Prepayment indemnity. If (i) The Borrower may any time and from time to time, upon notice to the Borrower shallAdministrative Agent pursuant to delivery to the Administrative Agent of a duly executed notice of loan prepayment substantially consistent (where applicable) with Exhibit L (Notice of Loan Prepayment) to the Credit Agreement, prepay the Incremental Term A-4 Loans made to it, in whole or in part, without penalty or premium (subject always to Clause 5.3 or Clause 5.4 (as the case may be) , make a prepayment on a Business Day other than the last day of an Interest Period in respect subsection 4.10 of the whole or Credit Agreement); provided that such notice must be received by the Administrative Agent three (3) Business Days prior to the date fixed for such prepayment. Each such notice shall specify the date and amount of prepayment and the interest to be paid on the prepayment date with respect to such principal amount being prepaid. Upon the receipt of any part such notice the Administrative Agent shall promptly notify the Incremental Term A-4 Lenders thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with the amounts due pursuant to Section 4.10 of the Loan, it shall, in addition Credit Agreement and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any Prepayment Fee and accrued interest, pay to the Lender any amount which the Lender may certify is necessary to compensate the Lender for any Break Costs incurred by the Lender as notice of prepayment under this clause (h)(i) if such prepayment would have resulted from a result refinancing of the making Incremental Term A-4 Loans or other transaction, which refinancing or other transaction shall not have been consummated or shall have otherwise been delayed. Partial prepayments pursuant to this clause (h) shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. (ii) In connection with any mandatory prepayment under subsection 4.2(b) of the Credit Agreement and in accordance with subsection 4.2(c) of the Credit Agreement, the Borrower shall ensure (whether through an additional optional prepayment or otherwise) that the Incremental Term A-4 Loans are prepaid on a ratable basis with the outstanding Term A-1 Loans, Term A-2 Loans and Term A-3 Loans pursuant to subsection 4.2(d) of the Credit Agreement; it being understood that the amount of the prepayment in question. The Borrower required by subsection 4.2(b) to be applied to the Incremental Term A-4 Loans shall also pay on demandbe reduced by the portion of Net Cash Proceeds required to make corresponding mandatory prepayments of any Term A-1 Loans, in all circumstances any Term A-2 Loans, any Term A-3 Loans, any pari passu Incremental Term Loans and irrespective any other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(i) or (e)(ii) of the date on which any Credit Agreement then outstanding that requires such corresponding mandatory prepayment; provided that (x) such prepayment is made, such amount as of the Lender as Swap Provider shall certify as Incremental Term A-4 Loans shall be necessary applied to compensate the Lender for principal installment payment of the Incremental Term A-4 Loan due at maturity and (y) any losses under such mandatory prepayment shall be subject to subsection 4.2(g) of the Hedging Credit Agreement. Notwithstanding anything to the contrary in this Agreement arising out or in the Credit Agreement, Section 4.10 of such the Credit Agreement shall apply to any mandatory prepayment or of any portion of the Incremental Term A-4 Loans pursuant to subsection 4.2(b) of the Credit Agreement and to any payment deferral under Clause 5.9. The Hedging Agreement shall be adjusted by the Lender upon (i) any prepayment howsoever made or (ii) any payment deferral under Clause 5.9, to reflect such prepayment or payment deferral (as the case may be). No further fees or penalties shall be payable in respect of any such prepayment or deferral. The Borrower shall be entitled to be credited with and the Lender agrees to pay to the Borrower any Break Gains subject always to any right of set-off on the part portion of the Lender and provided no Potential Event Incremental Term A-4 Loans following an acceleration of Default or Event the Loans pursuant to Section 9 of Default shall have occurredthe Credit Agreement.

Prepayment indemnity. If (i) The Borrower may any time and from time to time, upon notice to the Borrower shallAdministrative Agent and the Incremental Term A-3 Lead Arranger pursuant to delivery to the Administrative Agent and the Incremental Term A-3 Lead Arranger of a duly executed notice of loan prepayment substantially consistent (where applicable) with Exhibit L (Notice of Loan Prepayment) to the Credit Agreement, prepay the Incremental Term A-3 Loan made to it, in whole or in part, without penalty or premium; provided, that all such voluntary prepayments shall be subject always to Clause 5.3 or Clause 5.4 (as the case may be) , make a prepayment on a Business Day other than the last day of an Interest Period in respect Section 4.10 of the whole or Credit Agreement, provided, further, that such notice must be received by the Administrative Agent and the Incremental Term A-3 Lead Arranger three (3) Business Days prior to the date fixed for such prepayment. Each such notice shall specify the date and amount of prepayment and the interest to be paid on the prepayment date with respect to such principal amount being prepaid. Upon the receipt of any part such notice the Incremental Term A-3 Lead Arranger shall promptly notify the Incremental Term A-3 Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with the amounts due pursuant to Section 4.10 of the Loan, it shall, in addition Credit Agreement and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any Prepayment Fee and accrued interest, pay to the Lender any amount which the Lender may certify is necessary to compensate the Lender for any Break Costs incurred by the Lender as notice of prepayment under this clause (h)(i) if such prepayment would have resulted from a result refinancing of the making Incremental Term A-3 Loan, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments pursuant to this clause (h) shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. (ii) In connection with any mandatory prepayment under subsection 4.2(b) of the Credit Agreement and in accordance with subsection 4.2(c) of the Credit Agreement, the Borrower shall ensure (whether through an additional optional prepayment or otherwise) that the Incremental Term A-3 Loan is prepaid on a ratable basis with the outstanding Term A-1 Loans and Term A-2 Loans pursuant to subsection 4.2(d) of the Credit Agreement; it being understood that the amount of the prepayment in question. The Borrower required by subsection 4.2(b) to be applied to the Incremental Term A-3 Loan shall also pay on demandbe reduced by the portion of Net Cash Proceeds required to make corresponding mandatory prepayments of any Term A-1 Loans, in all circumstances any Term A-2 Loans, any pari passu Incremental Term Loans and irrespective any other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(i) or (e)(ii) of the date on which any Credit Agreement then outstanding that requires such corresponding mandatory prepayment; provided that (x) such prepayment is made, such amount as of the Lender as Swap Provider shall certify as Incremental Term A-3 Loan shall be necessary to compensate the Lender for any losses under the Hedging Agreement arising out of such prepayment or any payment deferral under Clause 5.9. The Hedging Agreement shall be adjusted by the Lender upon (i) any prepayment howsoever made or (ii) any payment deferral under Clause 5.9, to reflect such prepayment or payment deferral (as the case may be). No further fees or penalties shall be payable in respect of any such prepayment or deferral. The Borrower shall be entitled to be credited with and the Lender agrees to pay applied to the Borrower any Break Gains subject always to any right of set-off on the part principal installment payment of the Lender and provided no Potential Event of Default or Event of Default shall have occurred.Incremental Term A-3 Loan due at