Common use of Prepayment Premium Clause in Contracts

Prepayment Premium. (a) In the event that (i) the Borrower makes any prepayment or repayment of the Term Loans (excluding (A) any First Amendment Acquisition Prepayment, (B) any prepayment or repayment made pursuant to Section 4.3(a) or Section 4.3(c)(ii) (in respect of any Cure Amount) and (C) required amortization payments under Section 4.1) or (ii) the Term Loans are accelerated for any reason (including in connection with the commencement of any Insolvency Proceeding), the Borrower shall pay to the Agent, for the ratable account of each of the applicable Lenders, a fee in an amount equal to (1) a prepayment premium of 3.00% (or, in the case of any prepayment made pursuant to Section 4.3(c) in respect of the IPO Prepayment, 2.00%) of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring on or prior to first anniversary of the Closing Date, (2) a prepayment premium of 2.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, and (3) a prepayment premium of 1.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the second anniversary of the Closing Date but prior to the Stated Termination Date. No payment or prepayment premium shall be due on account of any payments or prepayments made on the Stated Termination Date. (b) Any prepayment premium payable in accordance with this Section 4.2 shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the applicable prepayment event and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) The Borrower expressly agrees that: (i) such prepayment premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) such prepayment premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premium; (iv) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) such prepayment premium represents 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 such prepayment or event.

Prepayment Premium. (a) In the event that (i) Subject to clauses (ii) and (iii) below, in the Borrower event that, prior to the third anniversary of the Closing Date, (x) the Company makes any prepayment or repayment of the any Class of Initial Term Loans (excluding (A) any First Amendment Acquisition Prepayment, (B) any prepayment or repayment made pursuant to Section 4.3(a2.05(a), (y) the Company prepays or refinances any Initial Term Loans pursuant to Section 4.3(c)(ii) (in respect of any Cure Amount) and (C) required amortization payments under Section 4.12.05(b)(iii) or (iiz) the outstanding principal amount of the Initial Term Loans are accelerated for any reason shall become due pursuant to Section 8.02 (including in connection with respect to any acceleration of the commencement of any Insolvency ProceedingLoans), in each case, the Borrower Company shall pay to the Agent, for the ratable account of each of the applicable Lenders, a fee premium in an amount equal to (1I) a if such prepayment premium of 3.00% (or, in the case of any prepayment made pursuant to Section 4.3(c) in respect of the IPO Prepayment, 2.00%) of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring on or occurs prior to the first anniversary of the Closing Date, the Make Whole Amount, (2II) a if such prepayment premium of 2.00% of the principal amount of Term Loans (x) being prepaid occurs on or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, and 2.00%, (3III) a if such prepayment premium of 1.00% of the principal amount of Term Loans (x) being prepaid occurs on or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the second anniversary of the Closing Date but prior to the Stated Termination third anniversary of the Closing Date. No payment , 1.00% and (IV) if such prepayment occurs on or prepayment premium shall be due on after the third anniversary of the Closing Date, 0.00%, in each case, to the Term Loan Administrative Agent, for the ratable account of each of the applicable Initial Term Lenders and subject to the IPO Claw Exception set forth in Section 2.05(e)(iv) below (the “Refinancing Call Protection Premium”); provided that, notwithstanding the foregoing, in no event shall any payments Refinancing Call Protection Premium be payable in respect of any voluntary or prepayments mandatory prepayment that is made on the Stated Termination Datein connection with an IPO, Change of Control or Transformative Disposition (such events in this sub-clause (y), an “Exit Event”). (bii) Any Subject to clause (iii) below, in the event that, prior to the second anniversary of the Closing Date the Company makes any prepayment of any Class of Initial Term Loan in connection with an Exit Event, the Company shall pay a premium payable in accordance with this Section 4.2 shall be presumed to be an amount equal to (I) if such prepayment occurs prior to the liquidated damages sustained by the Lenders as the result first anniversary of the occurrence Closing Date, 2.00%, (II) if such prepayment occurs after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, (III) if such prepayment occurs after the second anniversary of the Closing Date, 0.00%, in each case, to the Term Loan Administrative Agent, for the ratable account of each of the applicable prepayment event and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) The Borrower expressly agrees that: (i) such prepayment premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) such prepayment premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between the Initial Term Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premium; (iv) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement subject to the Lenders to provide IPO Claw Exception set forth in Section 2.05(e)(iv) below (the Term Loan Commitments and make “Exit Event Call Protection Premium” and, together with the Term LoansRefinancing Call Protection Premium, and (vi) such prepayment premium represents a good faitheach, 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 as calculated by the Lenders as a result of such prepayment or eventBlackstone Representative, the “Call Protection Premiums”).

Prepayment Premium. (a) In Each repayment or prepayment of Term Loans shall be made without premium or penalty except that, in the event that, prior to the date that is two (2) years after the Closing Date, the Borrower makes (i) any optional prepayment of Initial Term Loans pursuant to Section 2.05(a), (ii) any mandatory prepayment of Initial Term Loans pursuant to Section 2.05(b)(iv), or (iii) any repayment or prepayment as a result of the Borrower makes any prepayment or repayment acceleration of the Term Loans (excluding (A) any First Amendment Acquisition Prepaymentafter the occurrence of an Event of Default, (B) any prepayment or repayment made pursuant to Section 4.3(a) or Section 4.3(c)(ii) (in respect of any Cure Amount) and (C) required amortization payments under Section 4.1) or (ii) the Term Loans are accelerated for any reason (including in connection with the commencement of any Insolvency Proceeding), then the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Initial Term Loan Lenders, a fee prepayment premium in an amount equal to either (1) if a prepayment premium of 3.00% (orPermitted SPAC Transaction has occurred or will occur substantially concurrently with such repayment or prepayment, in the case of any prepayment made pursuant to Section 4.3(c) in respect of the IPO Prepayment, 2.00%) of the principal amount of Term Loans (x) being prepaid if the applicable repayment or repaid or (y) outstanding on prepayment is made after the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring on or Closing Date and prior to the first anniversary of the Closing Date, 1.00% of the aggregate principal amount of the Initial Term Loans being so repaid or prepaid or (y) if the applicable repayment or prepayment is made on or after the first anniversary of the Closing Date, 0.00% of the aggregate principal amount of the Initial Term Loans being so repaid or prepaid or (2) if a Permitted SPAC Transaction has not occurred and will not occur substantially concurrently with such repayment or prepayment, (x) if the applicable repayment or prepayment premium is made after the Closing Date and prior to the first anniversary of the Closing Date, 2.00% of the aggregate principal amount of the Initial Term Loans (x) being prepaid or so repaid or prepaid, (y) outstanding if the applicable prepayment is made on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the first anniversary of the Closing Date but on or and prior to the second anniversary of the Closing Date, and (3) a prepayment premium of 1.00% of the aggregate principal amount of the Initial Term Loans (x) being prepaid or so repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repaymentsprepaid, or such acceleration, occurring (z) if the applicable prepayment is made on or after the second anniversary of the Closing Date but prior to Date, 0.00% of the Stated Termination Dateaggregate principal amount of the Initial Term Loans being so repaid or prepaid. No payment or prepayment premium shall be due on account of any payments or prepayments made on the Stated Termination Date. (b) Any prepayment premium payable in accordance with this Section 4.2 herewith shall be presumed to be equal to the liquidated damages sustained by the Lenders as the a result of the occurrence of the applicable repayment or prepayment event event, and the Borrower agrees Loan Parties agree that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) The Borrower expressly agrees that: (i) such prepayment premium is reasonable and is circumstances, the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) such prepayment premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between the Lenders , and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premium; (iv) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Initial Term Loans, and (vi) such prepayment premium represents 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 such prepayment or event.

Prepayment Premium. (a) In the event that (i) the Borrower makes any prepayment or repayment of the Term Loans (excluding any prepayments or repayments (A) any First Amendment Acquisition Prepayment, (B) any prepayment or repayment made pursuant to Section 4.3(a) or Section 4.3(c)(ii) (in respect of any Cure Amount) and (CB) required amortization payments under Section 4.1) or (ii) the Term Loans are accelerated for any reason (including in connection with the commencement of any Insolvency Proceeding), the Borrower shall pay to the Agent, for the ratable account of each of the applicable Lenders, a fee in an amount equal to (1) a prepayment premium of 3.00% (or, in the case of any prepayment made pursuant to Section 4.3(c) in respect of the IPO Prepayment, 2.00%) of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring on or prior to first anniversary of the Closing Date, (2) a prepayment premium of 2.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, and (3) a prepayment premium of 1.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the second anniversary of the Closing Date but prior to the Stated Termination Date. No payment or prepayment premium shall be due on account of any payments or prepayments made on the Stated Termination Date. (b) Any prepayment premium payable in accordance with this Section 4.2 shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the applicable prepayment event and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) The Borrower expressly agrees that: (i) such prepayment premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) such prepayment premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premium; (iv) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) such prepayment premium represents 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 such prepayment or event.

Prepayment Premium. (a) In the event that (i) the Borrower makes any prepayment or Any repayment of the principal amount of the Term Loans (excluding (A) any First Amendment Acquisition PrepaymentLoans, (B) any prepayment or repayment made whether pursuant to a voluntary prepayment described in Section 4.3(a) or Section 4.3(c)(ii) (in respect of any Cure Amount) and (C) required amortization payments under Section 4.1) or (ii) the Term Loans are accelerated for any reason (including 2.10(a), a repayment in connection with the commencement of any Insolvency Proceeding), the Borrower shall pay to the Agent, for the ratable account of each a refinancing of the applicable LendersTerm Loans, a fee in an amount equal to (1) prepayment made upon a prepayment premium Change of 3.00% (orControl, in the case of any a prepayment made pursuant to Section 4.3(c2.10(c) as a result of any Structure Asset Sale (provided that only the Excess Portion with respect to any Structure Asset Sale shall be subject to a prepayment premium under this Section 2.10(j)), a prepayment made pursuant to Section 2.10(d), a prepayment made in connection with the acceleration of remedies in accordance with the Loan Documents or otherwise (but other than with respect to (x) mandatory prepayments required to be made pursuant to Section 2.09(a), Section 2.10(e) or Section 2.10(f) above, (y) mandatory prepayments required to be made pursuant to Section 2.10(c) as a result of any Non-Structure Asset Sale or (z) an Equity Cure Contribution), and (ii) any amendment to this Agreement that, directly or indirectly, reduces the IPO PrepaymentEffective Yield applicable to the Term Loans (in each case, 2.00%with original issue discount and upfront fees, which shall be deemed to constitute like amounts of original issue discount, being equated to interest rate margins in a manner consistent with generally accepted financial practice based on an assumed four year life to maturity) (any such event described in clause (i) or (ii), a “Prepayment Event”) shall be accompanied by a prepayment premium equal to (x) 6.00% of the principal amount of such Term Loans (x) being prepaid or repaid or (y) outstanding on the date of repriced, if such acceleration, as the case may be, in the case of such prepayments repayment or repayments, or such acceleration, occurring repricing is effected on or prior to first the one year anniversary of the Closing Date, (2y) a prepayment premium of 2.003.00% of the principal amount of such Term Loans (x) being prepaid or repaid or (y) outstanding on the date of repriced, if such acceleration, as the case may be, in the case of such prepayments repayment or repayments, or such acceleration, occurring repricing is effected after the first one year anniversary of the Closing Date but on or prior to the second year anniversary of the Closing Date, Date and (3z) a prepayment premium of 1.00% of the principal amount of such Term Loans (x) being prepaid or repaid or (y) outstanding on the date of repriced, if such acceleration, as the case may be, in the case of such prepayments repayment or repayments, or such acceleration, occurring repricing is effected after the second year anniversary of the Closing Date but on or prior to the Stated Termination Date. No payment or prepayment premium shall be due on account of any payments or prepayments made on the Stated Termination Date. (b) Any prepayment premium payable in accordance with this Section 4.2 shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result third year anniversary of the occurrence of the applicable prepayment event and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION. Closing Date (c) The Borrower expressly agrees that: (i) any such prepayment premium is reasonable referenced in clauses (x) through (z) above in this sentence, a “Prepayment Premium”). Any such determination by the Administrative Agent as contemplated by the preceding sentence shall be conclusive and is binding on Borrower and all Lenders, absent manifest error. For purposes of clarification, the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) such parties hereto acknowledge that any prepayment premium due in connection with a Structure Asset Sale which qualifies as or results in a Change in Control shall not be limited by any Excess Portion calculation and shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been treated as a course of conduct between the Lenders and the Borrower giving specific consideration Change in this transaction Control for such agreement to pay such prepayment premium; (iv) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) such prepayment premium represents a good faith, reasonable estimate and calculation purposes 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 such prepayment or eventforegoing paragraph.

Prepayment Premium. (a) In the event that (i) the Borrower makes all or any prepayment or repayment portion of the Term Loans (excluding (A) any First Amendment Acquisition Prepayment, (B) any prepayment is repaid or repayment made pursuant to Section 4.3(a) or Section 4.3(c)(ii) (in respect of any Cure Amount) and (C) required amortization payments under Section 4.1) or (ii) the Term Loans are accelerated prepaid for any reason (including in connection with the commencement as a result of any Insolvency Proceeding), voluntary prepayments or payments made following acceleration of the Borrower shall pay Loans or after an Event of Default) prior to the Agent, for the ratable account of each fourth anniversary of the applicable LendersClosing Date, such repayments or prepayments will be made together with a fee in an amount premium equal to (1A) a prepayment premium of 3.00% (or, in the case of any prepayment made pursuant to Section 4.3(c) in respect of the IPO Prepayment, 2.00%) of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on prepaid and accompanied by the Applicable Make-Whole Amount as of the date of such accelerationrepayment or prepayment, as the case may be, in the case of if such prepayments repayment or repayments, or such acceleration, occurring prepayment occurs on or prior to the first anniversary of the Closing Date, (2B) a prepayment premium of 2.003.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of prepaid, if such acceleration, as the case may be, in the case of such prepayments repayment or repayments, or such acceleration, occurring prepayment occurs after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, and (3C) a prepayment premium of 1.002.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of prepaid, if such acceleration, as the case may be, in the case of such prepayments repayment or repayments, or such acceleration, occurring prepayment occurs after the second anniversary of the Closing Date Date, but on or prior to the Stated Termination third anniversary of the Closing Date. No payment , and (D) 1.00% of the amount repaid or prepaid, if such repayment or prepayment occurs after the third anniversary of the Closing Date but on or prior to the fourth anniversary of the Closing Date (the foregoing premiums (including the Applicable Make-Whole Amount), the “Prepayment Premium”); provided that the Prepayment Premium shall not apply to (1) scheduled amortization installment payments made by the Borrower pursuant to Section 2.2(d) and (2) mandatory prepayments made by the Borrower pursuant to Section 2.2(b). If the Loans are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the amount of principal of and premium on the Loans that becomes due and payable shall equal 100% of the principal amount of the Loans plus the Prepayment Premium in effect on the date of such acceleration or such other prior due date, as if such acceleration or other occurrence were a voluntary prepayment of the Loans accelerated or otherwise becoming due. Without limiting the generality of the foregoing, it is understood and agreed that if the Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to a voluntary prepayment of the Loans will also be due on account of any payments or prepayments made and payable on the Stated Termination Date. (b) date of such acceleration or such other prior due date as though the Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s loss as a result thereof. Any prepayment premium payable in accordance with this Section 4.2 above shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the applicable prepayment event each Lender and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. (c) . The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (iA) such prepayment premium the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (iiB) such prepayment premium the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iiiC) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premiumthe Prepayment Premium; and (ivD) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) such prepayment premium represents 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 such prepayment or event.

Prepayment Premium. (a) In the event that (i) the Borrower makes all or any prepayment or repayment portion of the Term Loans (excluding (A) any First Amendment Acquisition Prepayment, (B) any prepayment is repaid or repayment made pursuant to Section 4.3(a) or Section 4.3(c)(ii) (in respect of any Cure Amount) and (C) required amortization payments under Section 4.1) or (ii) the Term Loans are accelerated prepaid for any reason (including in connection with including, subject to the commencement proviso of this clause (g), as a result of any Insolvency Proceeding)mandatory prepayments, voluntary prepayments, payments made following acceleration of the Borrower shall pay Loans or after an Event of Default) prior to the Agent, for the ratable account of each of the applicable Lenders, a fee in an amount equal to (1) a prepayment premium of 3.00% (or, in the case of any prepayment made pursuant to Section 4.3(c) in respect of the IPO Prepayment, 2.00%) of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring on or prior to first second anniversary of the Closing Date, such repayments or prepayments will be made together with a premium equal to (2A) a prepayment premium of 2.00% of the principal amount of Term Loans (x) being prepaid or repaid or prepaid, if such repayment or prepayment occurs on or prior to the first anniversary of the Closing Date and (yB) outstanding on 1.00% of the date of amount repaid or prepaid, if such acceleration, as the case may be, in the case of such prepayments repayment or repayments, or such acceleration, occurring prepayment occurs after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing DateDate (the foregoing premiums, the “Prepayment Premium”); provided that the Prepayment Premium shall not apply to (i) mandatory prepayments by Borrower pursuant to Sections 2.06(b) (in respect of proceeds of Asset Sales pursuant to Section 6.05(d) only), 2.06(c) or 2.06(d) and (3ii) any Specified Voluntary Prepayment (provided further, if the aggregate amount excluded pursuant to this clause (ii) in any fiscal quarter of the Borrower exceeds the amount permitted to be deducted from the Excess Cash Flow mandatory prepayment pursuant to Section 2.06(c)(y) above for such fiscal quarter, then the Prepayment Premium shall be payable in respect of such excess amount on or prior to the ECF Prepayment Date in respect of such fiscal quarter). If the Loans are accelerated or otherwise become due prior to their maturity date, in each case, as a prepayment result of an Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the amount of principal of and premium of 1.00on the Loans that becomes due and payable shall equal 100% of the principal amount of Term the Loans (x) being prepaid or repaid or (y) outstanding plus the Prepayment Premium in effect on the date of such accelerationacceleration or such other prior due date, as if such acceleration or other occurrence were a voluntary prepayment of the case may beLoans accelerated or otherwise becoming due. Without limiting the generality of the foregoing, it is understood and agreed that if the Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the case occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to a voluntary prepayment of the Loans will also be due and payable on the date of such prepayments or repayments, acceleration or such acceleration, occurring after other prior due date as though the second anniversary Loans were voluntarily prepaid as of such date and shall constitute part of the Closing Date but prior Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to the Stated Termination Datea reasonable calculation of each Lender’s loss as a result thereof. No payment or prepayment premium shall be due on account of any payments or prepayments made on the Stated Termination Date. (b) Any prepayment premium payable in accordance with this Section 4.2 above shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the applicable prepayment event each Lender and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. (c) . The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (iA) such prepayment premium the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (iiB) such prepayment premium the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iiiC) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premiumthe Prepayment Premium; and (ivD) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) such prepayment premium represents 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 such prepayment or event.

Prepayment Premium. (a) In the event that (i) the Borrower makes any prepayment or repayment of the Term Loans (excluding any prepayments or repayments (A) (A) any First Amendment Acquisition Prepayment, (B) any prepayment or repayment made pursuant to Section 4.3(a) or Section 4.3(c)(ii) (in respect of any Cure Amount) and (CBC) required amortization payments under Section 4.1) or (ii) the Term Loans are accelerated for any reason (including in connection with the commencement of any Insolvency Proceeding), the Borrower shall pay to the Agent, for the ratable account of each of the applicable Lenders, a fee in an amount equal to (1) a prepayment premium of 3.00% (or, in the case of any prepayment made pursuant to Section 4.3(c) in respect of the IPO Prepayment, 2.00%) of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring on or prior to first anniversary of the Closing Date, (2) a prepayment premium of 2.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, and (3) a prepayment premium of 1.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the second anniversary of the Closing Date but prior to the Stated Termination Date. No payment or prepayment premium shall be due on account of any payments or prepayments made on the Stated Termination Date. (b) Any prepayment premium payable in accordance with this Section 4.2 shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the applicable prepayment event and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) The Borrower expressly agrees that: (i) such prepayment premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) such prepayment premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premium; (iv) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) such prepayment premium represents 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 such prepayment or event.

Prepayment Premium. (a) In the event that (i) the Borrower makes any prepayment of all or repayment any portion of the Term Loans are prepaid or repaid prior to the Maturity Date as a result of any (excluding (A1) acceleration of all or any First Amendment Acquisition Prepaymentportion of the Loans, or termination or reduction of all or any portion of the Commitments, resulting from an Event of Default, (B2) foreclosure and sale of all or any portion of the Collateral, (3) sale or other disposition of all or any portion of the Collateral in any bankruptcy or insolvency proceeding, (4) a mandatory prepayment required under Section 2.01(e)(ii) (other than a SPAC Transaction-Related Overadvance Prepayment) that is paid at any time after the date that is ten (10) days after the date on which Borrower delivers to Agent the applicable Borrowing Base Certificate required under Section 2.01(e)(ii), or repayment made pursuant to Section 4.3(a(5) mandatory prepayment (other than described in clause (4)) or Section 4.3(c)(ii) (a voluntary prepayment, and in respect each case, whether before or after the occurrence of any Cure Amount) and (C) required amortization payments under Section 4.1) an Event of Default or (ii) the Term Loans are accelerated for any reason (including in connection with the commencement of any Insolvency Proceedingbankruptcy or insolvency proceeding, and notwithstanding any acceleration (for any reason) of all or any portion of the Obligations (each, an “Applicable Prepayment Event”), in addition to the payment of the subject principal amount and all unpaid accrued interest thereon, the Borrower shall be required to pay to the Agent, for the ratable account of each benefit of the applicable LendersLenders based on their respective Pro Rata Shares thereof, a fee Prepayment Premium (as liquidated damages and compensation for the costs of the Lenders being prepared to make funds available hereunder with respect to the Loans) in an amount equal to: (i) if such Applicable Prepayment Event occurs before the nineteen (19) month anniversary of the Fifth Amendment Effective Date, an amount equal to (1x) a the aggregate amount of all interest scheduled to be paid under this Agreement with respect to the amount repaid or prepaid (determined with reference to the interest rate then in effect and immediately prior to giving effect to such repayment or prepayment, and assuming all paid in kind interest shall have been capitalized as and when required and no further prepayments would have been made) for the period from the Interest Payment Date immediately preceding such prepayment premium of 3.00% (or, in to the case of any prepayment made pursuant to Section 4.3(c) in respect 19-month anniversary of the IPO PrepaymentFifth Amendment Effective Date, 2.00%) plus all amounts that would have been capitalized and added to the principal balance of the principal amount of Term Loans (x) Obligations being prepaid or so repaid or (y) outstanding prepaid on the date of or before such acceleration, as the case may be, in the case of such 19-month anniversary had no repayments or prepayments or repayments, or such acceleration, occurring thereof been made on or prior to first anniversary of the Closing Datesuch 19-month anniversary, plus (2y) a prepayment premium of 2.005.0% of the principal amount of Term Loans subject to such Applicable Prepayment Event; (xii) being prepaid if such Applicable Prepayment Event occurs on or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the first nineteen (19) month anniversary of the Closing Fifth Amendment Effective Date but on or prior to before the second thirty-four (34) month anniversary of the Closing Fifth Amendment Effective Date, and (3) a prepayment premium of 1.005.0% of the principal amount subject to such Applicable Prepayment Event; or (iii) if such Applicable Prepayment Event occurs on or after the thirty-four (34) month anniversary of Term Loans the Fifth Amendment Effective Date but before the Maturity Date, 0.0% percent of the principal amount subject to such Applicable Prepayment Event. Each such Prepayment Premium shall be deemed fully earned, and shall be immediately due and payable, upon the date that the Applicable Prepayment Event occurs (regardless of whether or not all or any portion of the principal amount subject to such Applicable Prepayment Event has actually then been paid or otherwise), and shall not be refundable in whole or in part and shall not be subject to reduction or set-off. Borrower acknowledges and agrees that (x) being prepaid the provisions of this Section 2.02(f) shall remain in full force and effect notwithstanding any rescission by Agent or repaid Required Lenders of an acceleration with respect to all or any portion of the Obligations pursuant to Section 7.02 or otherwise, and (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the second anniversary of the Closing Date but prior to the Stated Termination Date. No payment or prepayment premium shall be due on account of any payments or prepayments made on the Stated Termination Date. (b) Any prepayment premium payable in accordance with Prepayment Premium under this Section 4.2 shall be presumed to be equal to the 2.02(f) constitutes liquidated damages sustained by the Lenders as the result of the occurrence of the applicable prepayment event and the Borrower agrees that it is reasonable under the circumstances currently existingnot a penalty. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING ANY PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) ACCELERATION OF ANY OR ALL THE OBLIGATIONS. The Borrower expressly agrees that: that (iA) such prepayment premium any Prepayment Premium payable in accordance with this Section 2.02(f) shall be presumed to be equal to the liquidated damages sustained by the Agent and the Lenders as a result of the occurrence of each Applicable Prepayment Event, (B) the amount of any Prepayment Premium payable under this Section 2.02(f) is reasonable under the circumstances currently existing and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; , (iiC) such prepayment premium the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; , (iiiD) there has been a course of conduct between among the Agent, Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premium; the Prepayment Premium, (ivE) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; Section 2.02(f), (vF) the Borrower’s agreement to such prepayment premium pay the Prepayment Premium is a material inducement to the Agent and the Lenders to make the Loans and provide the Term Loan Commitments Commitments, (G) the Agent and make the Term LoansLenders may include the Prepayment Premium payable under this Section 2.02(f) in any applicable bankruptcy or insolvency claim filed with respect to the Borrower, and (viH) such prepayment premium the Prepayment Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders Agent and that Lxxxxxx and it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such prepayment or eventthe Applicable Prepayment Event.

Prepayment Premium. (a) In the event that (i) the Borrower makes all or any prepayment or repayment portion of the Term Loans (excluding (A) any First Amendment Acquisition Prepayment, (B) any prepayment is repaid or repayment made pursuant to Section 4.3(a) or Section 4.3(c)(ii) (in respect of any Cure Amount) and (C) required amortization payments under Section 4.1) or (ii) the Term Loans are accelerated prepaid for any reason (including as a result of any mandatory prepayments, voluntary prepayments, payments made following acceleration of the Loans or after an Event of Default and payments of the purchase price in connection with the commencement of any Insolvency Proceeding), the Borrower shall pay to the Agent, for the ratable account of each an assignment of the applicable Lenders, a fee in an amount equal to (1) a prepayment premium of 3.00% (or, in the case of any prepayment Loans made pursuant to Section 4.3(c2.20) in respect prior to the second anniversary of the IPO PrepaymentAmendment No. 1 Effective Date, 2.00%such repayments or prepayments will be made at (a) 103.0% of the amount repaid or prepaid as of the date of such repayment or prepayment, if such repayment or prepayment occurs prior to the first anniversary of the Amendment No. 1 Effective Date and (b) 102.0% of the amount repaid or prepaid, if such repayment or prepayment occurs on or after the first anniversary of the Amendment No. 1 Effective Date but prior to the second anniversary of the Amendment No. 1 Effective Date (the foregoing premiums in this paragraph with respect to the Loans, the “Prepayment Premium”); provided that the Prepayment Premium shall not apply to (i) scheduled amortization Installment payments made by the Borrower pursuant to Section 2.8, and (ii) mandatory prepayments by the Borrower pursuant to Section 2.10(b), Section 2.10(c) or Section 2.10(e). If the Loans are accelerated or otherwise become due prior to the Maturity Date, in each case, as a result of an Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the amount of principal of and premium on the Loans that becomes due and payable shall equal 100% of the principal amount of Term the Loans (x) being prepaid or repaid or (y) outstanding plus the applicable Prepayment Premium in effect on the date of such acceleration, as if such acceleration were a voluntary prepayment of the case may beLoans accelerated. Without limiting the generality of the foregoing, it is understood and agreed that if the Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the case occurrence of such prepayments a bankruptcy or repaymentsinsolvency event (including the acceleration of claims by operation of law)), or such acceleration, occurring on or prior the Prepayment Premium applicable with respect to first anniversary a voluntary prepayment of the Closing Date, (2) a prepayment premium of 2.00% Loans will also be due and payable as though the Loans were voluntarily prepaid and shall constitute part of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may beObligations, in the case of such prepayments or repayments, or such acceleration, occurring after the first anniversary view of the Closing Date but on or prior to the second anniversary impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the Closing Date, and (3) parties as to a prepayment premium reasonable calculation of 1.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, each Lender’s lost profits as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the second anniversary of the Closing Date but prior to the Stated Termination Datea result thereof. No payment or prepayment premium shall be due on account of any payments or prepayments made on the Stated Termination Date. (b) Any prepayment premium payable in accordance with this Section 4.2 above shall be presumed to be equal to the liquidated damages sustained by the Lenders each Lender as the result of the occurrence of the applicable early prepayment event and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. (c) . The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (iA) such prepayment premium the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (iiB) such prepayment premium the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iiiC) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premiumthe Prepayment Premium; and (ivD) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) such prepayment premium represents 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 such prepayment or event.

Prepayment Premium. (ai) (i) In the event that (i) the Borrower makes all or any prepayment or repayment portion of the Term Loans is repaid or prepaid (excluding x) pursuant to Section 2.05(b), Section 2.05(c)(ii) (other than with the Net Cash Proceeds of any Disposition which qualifies as a Permitted Disposition pursuant to clause (m) of the definition thereof) or Section 2.05(c)(iii) or following the acceleration of the Obligations for any reason, including acceleration in accordance with Section 9.01, including as a result of the commencement of an Insolvency Proceeding, prior to the third anniversary of the Effective Date, such repayments or prepayments will be made together with a premium equal to (A) any First Amendment Acquisition Prepayment5.0% of the amount repaid or prepaid, if such repayment or prepayment occurs on or prior to the first anniversary of the Effective Date, (B) any prepayment or repayment made pursuant to Section 4.3(a) or Section 4.3(c)(ii) (in respect of any Cure Amount) and (C) required amortization payments under Section 4.1) or (ii) the Term Loans are accelerated for any reason (including in connection with the commencement of any Insolvency Proceeding), the Borrower shall pay to the Agent, for the ratable account of each of the applicable Lenders, a fee in an amount equal to (1) a prepayment premium of 3.00% (or, in the case of any prepayment made pursuant to Section 4.3(c) in respect of the IPO Prepayment, 2.00%) of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring on or prior to first anniversary of the Closing Date, (2) a prepayment premium of 2.003.0% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of prepaid, if such acceleration, as the case may be, in the case of such prepayments repayment or repayments, or such acceleration, occurring prepayment occurs after the first anniversary of the Closing Effective Date but on or prior to the second anniversary of the Closing Effective Date, (C) 2.0% of the amount repaid or prepaid, if such repayment or prepayment occurs after the second anniversary of the Effective Date but on or prior to the third anniversary of the Effective Date and (3D) 0.0% of the amount repaid or prepaid, if such repayment or prepayment occurs after the third anniversary of the Effective Date or (y) pursuant to Section 2.05(c)(ii), but solely with respect to the Net Cash Proceeds of any Disposition which qualifies as a Permitted Disposition pursuant to clause (m) of the definition thereof, prior to the third anniversary of the Effective Date, such prepayments will be made together with a premium equal to (A) 2.0% of the amount prepaid, if such prepayment occurs on or prior to the first anniversary of the Effective Date, (B) 1.5% of the amount prepaid, if such prepayment occurs after the first anniversary of the Effective Date but on or prior to the second anniversary of the Effective Date, (C) 1.0% of the amount prepaid, if such repayment or prepayment occurs after the second anniversary of the Effective Date but on or prior to the third anniversary of the Effective Date and (D) 0.0% of the amount prepaid, if such prepayment occurs after the third anniversary of the Effective Date. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries (the foregoing premiums in each of clauses (x) and (y), the “Prepayment Premium”). If the Loans are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default (including upon the occurrence of an Insolvency Proceeding (including the acceleration of claims by operation of law)), the amount of principal of and premium of 1.00on the Loans that becomes due and payable shall equal 100% of the principal amount of Term the Loans (x) being prepaid or repaid or (y) outstanding plus the Prepayment Premium in effect on the date of such accelerationacceleration or such other prior due date, as the case may be, in the case of if such prepayments acceleration or repayments, or such acceleration, occurring after the second anniversary other occurrence were a voluntary prepayment of the Closing Date but prior to the Stated Termination DateLoans accelerated or otherwise becoming due. No payment or prepayment premium shall be due on account of any payments or prepayments made on the Stated Termination Date. (b) Any prepayment premium payable in accordance with this Section 4.2 above shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the applicable prepayment event each Lender and the Borrower agrees Loan Parties agree that it is reasonable under the circumstances currently existing. THE BORROWER LOAN PARTIES EXPRESSLY WAIVES WAIVE (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. (cii) The Borrower Loan Parties expressly agrees agree (to the fullest extent they may lawfully do so) that: (iA) such prepayment premium the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (iiB) such prepayment premium the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iiiC) there has been a course of conduct between the Lenders and the Borrower Loan Parties giving specific consideration in this transaction for such agreement to pay such prepayment premiumthe Prepayment Premium; (ivD) the Borrower Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (vE) the Borrower’s their agreement to such prepayment premium pay the Prepayment Premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (viF) such prepayment premium the Prepayment Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Lenders as a result Agents and the Lenders. (iii) Nothing contained in this Section 2.06(a) shall permit any prepayment of such prepayment the Loans or eventreduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.

Prepayment Premium. (a) In the event that (i) that, prior to the twelve month anniversary of the Third Amendment Effective Date, the Borrower makes (x) prepays, refinances, substitutes or replaces all or any prepayment or repayment portion of the Term Loans (excluding (A) any First Amendment Acquisition Prepayment, (B) any prepayment or repayment made pursuant to Section 4.3(a) or Section 4.3(c)(ii) a Refinancing Transaction (in respect including, for avoidance of doubt, any Cure Amount) and (C) required amortization payments under Section 4.1mandatory prepayment that constitutes a Refinancing Transaction) or (iiy) the Term Loans are accelerated for effects any reason (including amendment, amendment and restatement or other modification of this Agreement resulting in connection with the commencement of any Insolvency Proceeding)a Refinancing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable LendersLender, a fee (I) in an amount equal to the case of clause (1) x), a prepayment premium of 3.00% one percent (or1.00%) of the aggregate principal amount of the Term Loans so prepaid, refinanced, substituted or replaced and (II) in the case of any prepayment made pursuant clause (y), a fee equal to Section 4.3(c) in respect of the IPO Prepayment, 2.00one percent (1.00%) of the aggregate principal amount of the applicable Term Loans outstanding immediately prior to such amendment that are subject to such Refinancing Transaction. If, prior to the twelve month anniversary of the Third Amendment Effective Date, any Non-Consenting Lender is replaced pursuant to Section 5.12(b) in connection with any amendment, amendment and restatement or other modification of this Agreement resulting in a Refinancing Transaction, such Non-Consenting Lender (xand not any Person who replaces such Lender pursuant to Section 5.12(b)) shall receive its pro rata portion (as determined immediately prior to it being prepaid so replaced) of the prepayment premium or repaid or (y) outstanding fee described in the preceding sentence. Such amounts shall be due and payable on the date of such acceleration, as the case may be, in the case effectiveness of such prepayments or repayments, or such acceleration, occurring on or prior to first Refinancing Transaction. On and after the twelve month anniversary of the Closing Third Amendment Effective Date, (2) a prepayment premium of 2.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, and (3) a prepayment premium of 1.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the second anniversary of the Closing Date but prior to the Stated Termination Date. No payment or prepayment premium shall be due on account of any payments or prepayments made on the Stated Termination Date. (b) Any prepayment premium payable in accordance with this Section 4.2 shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the applicable prepayment event and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) The Borrower expressly agrees that: (i) such prepayment premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) such prepayment premium no premiums shall be payable notwithstanding pursuant to this Section 4.4(b)(ix) in connection with any Refinancing Transaction other than LIBOR Rate funding breakage costs as required under the then prevailing market rates at the time payment is made; (iii) there has been a course terms of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premium; (iv) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) such prepayment premium represents 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 such prepayment or eventAgreement.”

Prepayment Premium. If Administrative Borrower has sent a notice of termination pursuant to the provisions of Section 3.5 of the Credit Agreement, then on the date set forth as the date of termination of the Credit Agreement in such notice, Borrowers shall pay to Agent, in cash, the Applicable Prepayment Premium. In the event of the termination of the Credit Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) In termination upon the event that (i) the Borrower makes any prepayment or repayment election of the Term Loans (excluding (A) any First Amendment Acquisition PrepaymentRequired Lenders to terminate after the occurrence and during the continuation of an Event of Default, (Bb) any prepayment or repayment made pursuant to Section 4.3(aforeclosure and sale of Collateral, (c) or Section 4.3(c)(ii) (sale of the Collateral in respect of any Cure Amount) and (C) required amortization payments under Section 4.1) or (ii) the Term Loans are accelerated for any reason (including in connection with the commencement of any Insolvency Proceeding), or (d) restructure, reorganization, or compromise of the Borrower shall pay 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 AgentLender Group or profits lost by the Lender Group as a result of such early termination, for the ratable account of each and by mutual agreement of the applicable Lenders, parties as to a fee in an amount equal to (1) a prepayment premium of 3.00% (or, in the case of any prepayment made pursuant to Section 4.3(c) in respect of the IPO Prepayment, 2.00%) of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring on or prior to first anniversary of the Closing Date, (2) a prepayment premium of 2.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, and (3) a prepayment premium of 1.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the second anniversary of the Closing Date but prior to the Stated Termination Date. No payment or prepayment premium shall be due on account of any payments or prepayments made on the Stated Termination Date. (b) Any prepayment premium payable in accordance with this Section 4.2 shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the applicable prepayment event and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) The Borrower expressly agrees that: (i) such prepayment premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) such prepayment premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premium; (iv) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) such prepayment premium represents a good faith, reasonable estimate estimation and calculation of the lost profits or damages of the Lenders Lender Group, Borrowers shall pay to Agent, in cash, the Applicable Prepayment Premium, measured as of the date of such termination. For purposes of this section, “Applicable Prepayment Premium” means, as of any date of determination, an amount equal to (a) during the period from and after the date of the execution and delivery of the Agreement up to (but not including) the date that it would be impractical is the first anniversary of the Closing Date, 3% times the Maximum Credit Amount, (b) during the period from and extremely difficult including the date that is the first anniversary of the Closing Date up to ascertain (but not including) the actual amount date that is the second anniversary of damages the Closing Date, 2% times the Maximum Credit Amount, and (c) during the period from and including the date that is the second anniversary of the Closing Date up to (but not including) the date that is 90 days prior to the Lenders Maturity Date, 1% times the Maximum Credit Amount. Notwithstanding the foregoing, the Applicable Prepayment Premium will be waived in its entirety if the Agreement is terminated prior to the Maturity Date (and the Obligations thereunder paid in full) and: (i) such repayment or profits lost by termination is the Lenders as a result of Borrowers’ public or private placement of unsecured subordinated convertible debt, equity, or the sale of substantially all the stock or assets of any Borrower to a Person that is not an Affiliate of any Borrower or any Subsidiary of any Borrower and such prepayment termination and repayment occurs within 60 days of the relevant subordinated debt or eventequity placement or sale or (ii) the following occur: (x) the Borrowers request that the Lender Group approve an amendment (the “Requested Amendment”) to the Notes or the Indenture (as defined in Section 6.7(a) of the Credit Agreement), (y) the Lender Group does not approve the Requested Amendment, and (z) the Notes and/or the Indenture are amended in accordance with the terms of the Requested Amendment and the Lender Group does not waive any Events of Default arising from such amendment.”

Prepayment Premium. (a1) In the event that Each prepayment (whether before or after (i) the Borrower makes any prepayment or repayment occurrence of the Term Loans (excluding (A) any First Amendment Acquisition Prepayment, (B) any prepayment or repayment made pursuant to Section 4.3(a) or Section 4.3(c)(ii) (in respect of any Cure Amount) and (C) required amortization payments under Section 4.1) a Default or (ii) the commencement of any proceeding under the Bankruptcy Code involving any Loan Party or Subsidiary thereof, and notwithstanding any acceleration (for any reason) of the Obligations (and the entire outstanding principal amount of the Closing Date Term Loans are accelerated shall be deemed to have been prepaid on the date of any such acceleration, and the term “prepayment” for any reason (including the purposes of this Section 2.18(1) shall include an assignment and designation under Section 3.07 in connection with any amendment, amendment and restatement or other modification to this Agreement that reduces or modifies the commencement of any Insolvency Proceeding), the Borrower shall pay premium referred to the Agent, for the ratable account of each below) of the applicable Lenders, Closing Date Term Loans pursuant to Section 2.05(1)(a) or Section 2.05(2)(c) shall be accompanied by a fee in an amount premium equal to (1a) a if such prepayment premium is made prior to the first anniversary of 3.00the Closing Date, 2.00% (or, solely in connection with a Qualifying IPO where the case of any prepayment made pursuant to Section 4.3(c) in respect of the IPO PrepaymentClosing Date Term Loans is not in full, 2.001.00%) of the principal amount of the Closing Date Term Loans so prepaid, (xb) being prepaid or repaid or (y) outstanding on the date of if such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring prepayment is made on or prior to first anniversary of the Closing Date, (2) a prepayment premium of 2.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, and (3) a prepayment premium of 1.00% of the principal amount of the Closing Date Term Loans so prepaid and (xc) being prepaid if such prepayment is made on or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the second anniversary of the Closing Date, 0.00% of the principal amount of the Closing Date Term Loans so prepaid. (2) Each prepayment (whether before or after (i) the occurrence of a Default or (ii) the commencement of any proceeding under the Bankruptcy Code involving any Loan Party or Subsidiary thereof, and notwithstanding any acceleration (for any reason) of the Obligations (and the entire outstanding principal amount of the 2020 Incremental Term Loans shall be deemed to have been prepaid on the date of any such acceleration, and the term “prepayment” for the purposes of this Section 2.18(2) shall include an assignment and designation under Section 3.07 in connection with any amendment, amendment and restatement or other modification to this Agreement that reduces or modifies the premium referred to below) of the 2020 Incremental Term Loans pursuant to Section 2.05(1)(a) or Section 2.05(2)(c) shall be accompanied by a premium equal to (a) if such prepayment is made prior to the first anniversary of the Amendment No. 1 Effective Date, 4.00% of the principal amount of the 2020 Incremental Term Loans so prepaid, (b) if such prepayment is made on or after the first anniversary of the Amendment No. 1 Effective Date but prior to the Stated Termination Date. No payment or prepayment premium shall be due on account of any payments or prepayments made on the Stated Termination Date. (b) Any prepayment premium payable in accordance with this Section 4.2 shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result second anniversary of the occurrence Amendment No. 1 Effective Date, 2.00% of the applicable prepayment event principal amount of the 2020 Incremental Term Loans so prepaid and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) The Borrower expressly agrees that: (i) if such prepayment premium is reasonable and is made on or after the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) such prepayment premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premium; (iv) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) such prepayment premium represents a good faith, reasonable estimate and calculation second anniversary of the lost profits or damages Amendment No. 1 Effective Date, 0.00% of the Lenders and that it would be impractical and extremely difficult to ascertain the actual principal amount of damages to the Lenders or profits lost by the Lenders as a result of such prepayment or event2020 Incremental Term Loans so prepaid.

Prepayment Premium. (aA) Any such voluntary prepayment of the Initial Term Loans or any Delayed Draw Term Loans hereunder shall be accompanied by all accrued interest on the amount prepaid, together with the applicable Prepayment Premium, if any, and any additional amounts required pursuant to Section 3.05. (B) In the event that (i) the Borrower makes case of any prepayment (or repayment required prepayment) of the Initial Term Loans (excluding (A) or any First Amendment Acquisition Prepayment, (B) any prepayment or repayment made Delayed Draw Term Loans pursuant to Section 4.3(a2.05(a), Section 2.05(b)(ii) (other than as a result of a Casualty Event), Section 2.05(b)(iii) or Section 4.3(c)(ii) (in respect as a result of acceleration after the occurrence and continuance of an Event of Default or any Cure Amount) and (C) required amortization payments under Section 4.1) or (ii) assignment of the Initial Term Loans are accelerated for or any reason Delayed Draw Term Loans pursuant to Section 3.07, in each case, prior to the thirty-six (including in connection with 36)- month anniversary of the commencement of any Insolvency Proceeding)Closing Date, the Borrower shall pay to at the Agenttime of such prepayment (or required prepayment) or assignment, for the ratable account of each of the applicable Lenders, a fee in an amount equal to (1) a prepayment premium of 3.00% (or, a “Prepayment Premium”) in the case of any prepayment made pursuant to Section 4.3(c) in respect of the IPO Prepayment, 2.00%) of the principal amount of Term Loans (i) (x) being prepaid or repaid or 3.00% to the extent such prepayment is not the direct result of a change of control transaction and (y) outstanding on 1.50% to the date extent such prepayment (or required prepayment) or assignment is the direct result of such acceleration, as the case may bea change of control transaction, in each case, of the case amount of the Initial Term Loans and any Delayed Draw Term Loans subject to such prepayments prepayment (or repayments, required prepayment) or assignment if such acceleration, occurring on prepayment (or required prepayment) or assignment occurs prior to the first anniversary of the Closing Date, (2ii) a prepayment premium of 2.00% of the principal amount of Term Loans (x) being prepaid or repaid or 2.00% to the extent such prepayment is not the direct result of a change of control transaction and (y) outstanding on 1.00% to the date extent such prepayment (or required prepayment) or assignment is the direct result of such acceleration, as the case may bea change of control transaction, in each case, of the case amount of the Initial Term Loans and any Delayed Draw Term Loans subject to such prepayments prepayment (or repayments, required prepayment) or assignment if such acceleration, occurring prepayment (or required prepayment) or assignment occurs on or after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, and (3iii) a prepayment premium of 1.00% of the principal amount of Term Loans (x) being prepaid 1.00% to the extent such prepayment (or repaid required prepayment) or assignment is not the direct result of a change of control transaction and (y) outstanding on 0.50% to the date extent such prepayment (or required prepayment) or assignment is the direct result of such acceleration, as the case may bea change of control transaction, in each case, of the case amount of the Initial Term Loans and any Delayed Draw Term Loans subject to such prepayments prepayment if such prepayment (or repayments, required prepayment) or such acceleration, occurring assignment occurs on or after the second anniversary of the Closing Date but prior to the Stated Termination third anniversary of the Closing Date. No payment or prepayment premium shall be due on account of any payments or prepayments made on the Stated Termination Date, and (iv) thereafter 0.00%. (bC) Any prepayment premium payable Each such Prepayment Premium shall be applied to the Initial Term Loans or any Delayed Draw Term Loans of the Lenders in accordance with this Section 4.2 their respective Pro Rata Shares and shall be presumed to be equal to the liquidated damages sustained by the Lenders applied as the result of the occurrence of the applicable prepayment event and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATIONset forth in Section 2.05(a)(i) above. (c) The Borrower expressly agrees that: (i) such prepayment premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) such prepayment premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premium; (iv) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) such prepayment premium represents 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 such prepayment or event.

Prepayment Premium. (a) In the event that (i) the Borrower makes all or any prepayment or repayment portion of the Term Loans (excluding (A) is repaid or prepaid as a result of any First Amendment Acquisition Prepayment, (B) any voluntary prepayment or repayment made pursuant to Section 4.3(a) or Section 4.3(c)(ii) (in respect of any Cure Amount) and (C) required amortization payments under Section 4.1) or (ii) the Term Loans are accelerated for any reason (including in connection with the commencement of any Insolvency Proceeding)mandatory prepayment, the Borrower shall pay to the Agent, for the ratable account of each of the applicable Lenders, a fee in an amount equal to (1) a prepayment premium of 3.00% (or, in the case of but excluding any prepayment made pursuant to Section 4.3(cSections 2.05(b)(i), (b)(ii) in respect of the IPO Prepaymentand (b)(iv), 2.00%) of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring on or prior to the third anniversary of the Closing Date, such repayments, prepayments or required assignments shall be made at (A) an amount equal to the Make-Whole Amount, if such repayment, prepayment or required assignment occurs on or prior to the first anniversary of the Closing Date, (2B) a prepayment premium of 2.002.0% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on prepaid as of the date of such accelerationrepayment, as the case may beprepayment or required assignment, in the case of if such prepayments repayment, prepayment or repayments, or such acceleration, occurring required assignment occurs after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, Date and (3C) a prepayment premium of 1.001.0% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of prepaid, if such accelerationrepayment, as the case may be, in the case of such prepayments prepayment or repayments, or such acceleration, occurring required assignment occurs after the second anniversary of the Closing Date but on or prior to the Stated Termination third anniversary of the Closing Date (the foregoing premiums (including the Make-Whole Amount), the “Prepayment Premium”). No Prepayment Premium will be applicable on any portion of the Term Loan repaid or prepayment, but excluding any prepayment made pursuant to Sections 2.05(b)(i), (b)(ii) and (b)(iv), after the third anniversary of the Closing Date. No payment If the Term Loans are accelerated or otherwise become due prior to their maturity date, in each case (including upon the occurrence of a bankruptcy or insolvency event of default or the acceleration of claims by operation of law), the amount of principal of and premium on the Term Loans that becomes due and payable shall equal 100.0% of the principal amount of the Term Loans plus the Prepayment Premium in effect on the date of such acceleration or such other prior due date, as if such acceleration or other occurrence were a voluntary prepayment premium shall of the Term Loans accelerated or otherwise becoming due. Without limiting the generality of the foregoing, it is understood and agreed that if the Loans are accelerated or otherwise become due prior to the Maturity Date, in each case (including upon the occurrence of a bankruptcy or insolvency event of default or the acceleration of claims by operation of law), the Prepayment Premium applicable with respect to a voluntary prepayment of the Term Loans will also be due on account of any payments or prepayments made and payable on the Stated Termination Date. (b) date of such acceleration or such other prior due date as though the Term Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Xxxxxx’s loss as a result thereof. Any prepayment premium Prepayment Premium payable in accordance with this Section 4.2 above shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the applicable prepayment event each Lender and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. (c) . The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (iA) such prepayment premium the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; , (iiB) such prepayment premium the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; , (iiiC) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premium; the Prepayment Premium and (ivD) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) such prepayment premium represents 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 such prepayment or event.

Prepayment Premium. (a) In Notwithstanding anything to the contrary contained herein, in the event that (i) the Borrower makes any voluntary prepayment or repayment of the Term Loans (excluding (A) any First Amendment Acquisition Prepaymentmade on the Closing Date, (B) any prepayment or repayment made pursuant to Section 4.3(a) or Section 4.3(c)(ii) (in respect of any Cure Amount) and (C) required amortization payments under Section 4.1) or (ii) the Borrower makes any mandatory prepayment of Term Loans made on the Closing Date pursuant to Section 2.12(b) or Section 2.12(c) or (iii) the Term Loans made on the Closing Date are accelerated for any reason (including during the continuation of an Event of Default, then in connection with the commencement of any Insolvency Proceeding), each case the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable LendersLender, a fee in an amount equal to (1) a prepayment premium of 3.00% (orof, in the case of any prepayment made pursuant to Section 4.3(c) in respect of the IPO Prepaymentsuch prepayment, 2.00%) of the principal amount of Term Loans repayment or acceleration occurring (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring on or prior to first the 12 month anniversary of the Closing Date, (2) a prepayment premium of 2.005.00% of the principal amount of such Term Loans (x) being prepaid subject to such prepayment or repaid or acceleration, (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, and (3) a prepayment premium of 1.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the second 12 month anniversary of the Closing Date but prior to the Stated Termination 24 month anniversary of the Closing Date, 4.00% of the principal amount of such Term Loans subject to such prepayment or acceleration, and (z) on or after the 24 month anniversary of the Closing Date but prior to the 36 month anniversary of the Closing Date, 3.00%, of the principal amount of such Term Loans subject to such prepayment or acceleration (the foregoing premium, the “Prepayment Premium”); provided that (1) the Prepayment Premium shall not apply to voluntary prepayments of the Term Loans made pursuant to Section 2.11 that do not exceed $20,000,000 in the aggregate during the duration of this Agreement, (2) the Prepayment Premium shall not apply to mandatory prepayments of the Term Loans made pursuant to Section 2.12(c) that do not exceed $10,000,000 in the aggregate per fiscal year (with the application of any amounts in excess of $10,000,000 in any fiscal year requiring payment of the Prepayment Premium), (3) in the case of any prepayment or repayment made in connection with a Change of Control, such Prepayment Premium shall be (x) for any such payment occurring prior to the 12 month anniversary of the Closing Date, 4.00% of the principal amount of such Term Loans subject to such prepayment or repayment, (y) for any such payment occurring on or after the 12 month anniversary of the Closing Date but prior to the 24 month anniversary of the Closing Date, 3.00% of the principal amount of such Term Loans subject to such prepayment or repayment, and (z) for any such payment occurring on or after the 24 month anniversary of the Closing Date but prior to the 36 month anniversary of the Closing Date, 2.00% of the principal amount of such Term Loans subject to such prepayment or repayment and (4) for the avoidance of doubt, there shall be no Prepayment Premium for any prepayment, repayment or acceleration occurring on or after the 36 month anniversary of the Closing Date. No payment Without limiting the generality of the foregoing, it is understood and agreed that if the Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to a voluntary prepayment premium shall of the Loans will also be due on account of any payments or prepayments made and payable on the Stated Termination Date. (b) date of such acceleration or such other due date prior to the scheduled maturity date as though the Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s loss as a result thereof. Any prepayment premium Prepayment Premium payable in accordance with this Section 4.2 above shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the applicable prepayment event each Lender and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. (c) . The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (iA) such prepayment premium the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (iiB) such prepayment premium the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iiiC) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premiumthe Prepayment Premium; and (ivD) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) such prepayment premium represents 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 such prepayment or event.

Prepayment Premium. (a) In the event that (i) the Borrower makes all or any prepayment or repayment portion of the Term Loans (excluding (A) is repaid or prepaid as a result of any First Amendment Acquisition Prepayment, (B) any voluntary prepayment or repayment made pursuant to Section 4.3(a) or Section 4.3(c)(ii) (in respect of any Cure Amount) and (C) required amortization payments under Section 4.1) or (ii) the Term Loans are accelerated for any reason (including in connection with the commencement of any Insolvency Proceeding)mandatory prepayment, the Borrower shall pay to the Agent, for the ratable account of each of the applicable Lenders, a fee in an amount equal to (1) a prepayment premium of 3.00% (or, in the case of but excluding any prepayment made pursuant to Section 4.3(cSections 2.05(b)(i), (b)(ii) in respect of the IPO Prepaymentand (b)(iv), 2.00%) of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring on or prior to the third anniversary of the Closing Date, such repayments, prepayments or required assignments shall be made at (A) an amount equal to the Make-Whole Amount, if such repayment, prepayment or required assignment occurs on or prior to the first anniversary of the Closing Date, (2B) a prepayment premium of 2.002.0% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on prepaid as of the date of such accelerationrepayment, as the case may beprepayment or required assignment, in the case of if such prepayments repayment, prepayment or repayments, or such acceleration, occurring required assignment occurs after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, Date and (3C) a prepayment premium of 1.001.0% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of prepaid, if such accelerationrepayment, as the case may be, in the case of such prepayments prepayment or repayments, or such acceleration, occurring required assignment occurs after the second anniversary of the Closing Date but on or prior to the Stated Termination third anniversary of the Closing Date (the foregoing premiums (including the Make-Whole Amount), the “Prepayment Premium”). No Prepayment Premium will be applicable on any portion of the Term Loan repaid or prepayment, but excluding any prepayment made pursuant to Sections 2.05(b)(i), (b)(ii) and (b)(iv), after the third anniversary of the Closing Date. No payment If the Term Loans are accelerated or otherwise become due prior to their maturity date, in each case (including upon the occurrence of a bankruptcy or insolvency event of default or the acceleration of claims by operation of law), the amount of principal of and premium on the Term Loans that becomes due and payable shall equal 100.0% of the principal amount of the Term Loans plus the Prepayment Premium in effect on the date of such acceleration or such other prior due date, as if such acceleration or other occurrence were a voluntary prepayment premium shall of the Term Loans accelerated or otherwise becoming due. Without limiting the generality of the foregoing, it is understood and agreed that if the Loans are accelerated or otherwise become due prior to the Maturity Date, in each case (including upon the occurrence of a bankruptcy or insolvency event of default or the acceleration of claims by operation of law), the Prepayment Premium applicable with respect to a voluntary prepayment of the Term Loans will also be due on account of any payments or prepayments made and payable on the Stated Termination Date. (b) date of such acceleration or such other prior due date as though the Term Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s loss as a result thereof. Any prepayment premium Prepayment Premium payable in accordance with this Section 4.2 above shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the applicable prepayment event each Lender and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. (c) . The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (iA) such prepayment premium the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; , (iiB) such prepayment premium the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; , (iiiC) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premium; the Prepayment Premium and (ivD) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) such prepayment premium represents 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 such prepayment or event.

Prepayment Premium. (a) In the event that (i) the Borrower makes all or any prepayment or repayment portion of the Term Loans (excluding (A) any First Amendment Acquisition Prepayment, (B) any prepayment is repaid or repayment made pursuant to Section 4.3(a) or Section 4.3(c)(ii) (in respect of any Cure Amount) and (C) required amortization payments under Section 4.1) or (ii) the Term Loans are accelerated prepaid for any reason (including as a result of any mandatory prepayments, voluntary prepayments, payments made following acceleration of the Loans or after an Event of Default and payments of the purchase price in connection with the commencement of any Insolvency Proceeding), the Borrower shall pay to the Agent, for the ratable account of each an assignment of the applicable Lenders, a fee in an amount equal to (1) a prepayment premium of 3.00% (or, in the case of any prepayment Loans made pursuant to Section 4.3(c2.20) in respect of the IPO Prepayment, 2.00%) of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring on or prior to first anniversary of the Closing Date, (2) a prepayment premium of 2.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, and such repayments or prepayments will be made at (3a) a prepayment premium of 1.00103.0% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on prepaid as of the date of such accelerationrepayment or prepayment, as if such repayment or prepayment occurs prior to the case may befirst anniversary of the Closing Date and (b) 102.0% of the amount repaid or prepaid, in the case of if such prepayments repayment or repayments, prepayment occurs on or such acceleration, occurring after the second first anniversary of the Closing Date but prior to the Stated Termination second anniversary of the Closing Date (the foregoing premiums in this paragraph with respect to the Loans, the “Prepayment Premium”); provided that the Prepayment Premium shall not apply to (i) scheduled amortization Installment payments made by the Borrower pursuant to Section 2.8, and (ii) mandatory prepayments by the Borrower pursuant to Section 2.10(b), Section 2.10(c) or Section 2.10(e). If the Loans are accelerated or otherwise become due prior to the Maturity Date, in each case, as a result of an Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the amount of principal of and premium on the Loans that becomes due and payable shall equal 100% of the principal amount of the Loans plus the applicable Prepayment Premium in effect on the date of such acceleration, as if such acceleration were a voluntary prepayment of the Loans accelerated. No payment Without limiting the generality of the foregoing, it is understood and agreed that if the Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to a voluntary prepayment premium shall of the Loans will also be due on account and payable as though the Loans were voluntarily prepaid and shall constitute part of any payments or prepayments made on the Stated Termination Date. (b) Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any prepayment premium payable in accordance with this Section 4.2 above shall be presumed to be equal to the liquidated damages sustained by the Lenders each Lender as the result of the occurrence of the applicable early prepayment event and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. (c) . The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (iA) such prepayment premium the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (iiB) such prepayment premium the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iiiC) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premiumthe Prepayment Premium; and (ivD) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) such prepayment premium represents 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 such prepayment or event.

Prepayment Premium. (aA) In Each prepayment (solely in the event that case of this clause (A), whether before or after (i) the Borrower makes any prepayment or repayment occurrence of the Term Loans (excluding (A) any First Amendment Acquisition Prepayment, (B) any prepayment or repayment made pursuant to Section 4.3(a) or Section 4.3(c)(ii) (in respect of any Cure Amount) and (C) required amortization payments under Section 4.1) a Default or (ii) the Term Loans are accelerated for any reason (including in connection with the commencement of any Insolvency Proceedingproceeding under the Bankruptcy Code involving any Loan Party or Subsidiary thereof, and notwithstanding any acceleration (for any reason) of the Obligations (and the entire outstanding principal amount of. In the event any Repricing Transaction occurs with respect to the Closing Date Term Loans and, 2022 Incremental Term Loans shall be deemed to have been prepaid on the date of any such acceleration)) of the Closing Date Term Loans or 2022or C2 Incremental Term Loans pursuant to Section 2.05(1)(a) or Section 2.05(2)(c) prior to the first anniversary of the Amendment No. 2 Effective Date shall be accompanied by a premium equal to 1.00% of the principal amount of the Closing Date Term Loans and/or 2022 Incremental Term Loans so prepaid and (B) in the event that, during the period on and after the first anniversary of the Amendment No. 2 Effective Date and prior to the second anniversary of the Amendment No. 2 Effective Date, any Repricing Transaction occursprior to February 12, 2024, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable LendersLender, a fee in an amount equal to (1a) a prepayment premium of 3.00% (or, in the case of any prepayment made pursuant to Section 4.3(c) in respect a Repricing Transaction within the meaning of the IPO Prepayment, 2.00%clause (1) of the principal amount definition of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring on or prior to first anniversary of the Closing Date, (2) a prepayment premium of 2.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, and (3) “Repricing Transaction,” a prepayment premium of 1.00% of the aggregate principal amount of such Closing Date Term Loans and/or, 2022 Incremental Term Loans and/or C2 Incremental Term Loans, as applicable, so subject to such Repricing Transaction and (xb) being prepaid in the case of a Repricing Transaction within the meaning of clause (2) of the definition of “Repricing Transaction,” a fee equal to 1.00% of the aggregate principal amount of the Closing Date Term Loans and/or, 2022 Incremental Term Loans and/or C2 Incremental Term Loans, as applicable, outstanding immediately prior to such amendment, amendment and restatement or repaid other modification that are subject to such Repricing Transaction; provided that the term “prepayment” for the purposes of this Section 2.18(1) and the definition of “Repricing Transaction” shall include an assignment and designation under Section 3.07 in connection with any amendment, amendment and restatement or other modification to this Agreement that reduces or modifies the premium referred to above. (2) Each prepayment (whether before or after (i) the occurrence of a Default or (yii) the commencement of any proceeding under the Bankruptcy Code involving any Loan Party or Subsidiary thereof, and notwithstanding any acceleration (for any reason) of the Obligations (and the entire outstanding principal amount of the 2020 Incremental Term Loans shall be deemed to have been prepaid on the date of any such acceleration, as and the case may beterm “prepayment” for the purposes of this Section 2.18(2) shall include an assignment and designation under Section 3.07 in connection with any amendment, in amendment and restatement or other modification to this Agreement that reduces or modifies the case premium referred to below) of the 2020 Incremental Term Loans pursuant to Section 2.05(1)(a) or Section 2.05(2)(c) shall be accompanied by a premium equal to (a) if such prepayments prepayment is made prior to the first anniversary of the Amendment No. 1 Effective Date, 4.00% of the principal amount of the 2020 Incremental Term Loans so prepaid, (b) if such prepayment is made on or repaymentsafter the first anniversary of the Amendment No. 1 Effective Date but prior to the second anniversary of the Amendment No. 1 Effective Date, 2.00% of the principal amount of the 2020 Incremental Term Loans so prepaid and (c) if such prepayment is made on or such acceleration, occurring after the second anniversary of the Closing Date but prior to the Stated Termination Amendment No. 1 Effective Date. No payment or prepayment premium shall be due on account of any payments or prepayments made on the Stated Termination Date. (b) Any prepayment premium payable in accordance with this Section 4.2 shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result , 0.00% of the occurrence principal amount of the applicable prepayment event and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION2020 Incremental Term Loans so prepaid. (c) The Borrower expressly agrees that: (i) such prepayment premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) such prepayment premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premium; (iv) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) such prepayment premium represents 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 such prepayment or event.

Prepayment Premium. (a) In the event that (i) the Borrower makes any prepayment or repayment of the Term Loans (excluding any prepayments or repayments (A) any First Amendment Acquisition Prepayment, (B) any prepayment or repayment made pursuant to Section 4.3(a) or Section 4.3(c)(ii) (in respect of any Cure Amount) and (CB) required amortization payments under Section 4.1) or (ii) the Term Loans are accelerated for any reason (including in connection with the commencement of any Insolvency Proceeding), the Borrower shall pay to the Agent, for the ratable account of each of the applicable Lenders, a fee in an amount equal to prepayment premium of (1) a prepayment premium of 3.00% (or, in the case of any prepayment made pursuant to Section 4.3(c) in respect of the IPO Prepayment, 2.00%) of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring on or prior to first anniversary of the Closing DateSeptember 7, 2019, (2) a prepayment premium of 2.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, and (3) a prepayment premium of 1.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the second anniversary September 7, 2019 but on or prior to September 7, 2020, and (3) 0.50% of the Closing Date principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after September 7, 2020 but on or prior to the Stated Termination Date. No payment or prepayment premium shall be due on account of any payments or prepayments made on the Stated Termination DateSeptember 7, 2021. (b) Any prepayment premium payable in accordance with this Section 4.2 shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the applicable prepayment event and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) The Borrower expressly agrees that: (i) such prepayment premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) such prepayment premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premium; (iv) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) such prepayment premium represents 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 such prepayment or event.

Prepayment Premium. (ai) In Subject to clauses (ii) and (iii) below, in the event that that, prior to the third anniversary of the Closing Date, (ix) the Borrower makes any prepayment or repayment of the any Class of Initial Term Loans (excluding (A) any First Amendment Acquisition Prepayment, (B) any prepayment or repayment made pursuant to Section 4.3(a2.05(a), (y) the Borrower prepays or refinances any Initial Term Loans pursuant to Section 4.3(c)(ii) (in respect of any Cure Amount) and (C) required amortization payments under Section 4.12.05(b)(iii) or (iiz) the outstanding principal amount of the Initial Term Loans are accelerated for any reason shall become due pursuant to Section 8.02 (including with respect to any acceleration of the Loans), in connection with the commencement of any Insolvency Proceeding)each case, the Borrower shall pay to the Agent, for the ratable account of each of the applicable Lenders, a fee premium in an amount equal to (1I) a if such prepayment premium of 3.00% (or, in the case of any prepayment made pursuant to Section 4.3(c) in respect of the IPO Prepayment, 2.00%) of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring on or occurs prior to the first anniversary of the Closing Date, the Make WholeMake-Whole Amount, (2II) a if such prepayment premium of 2.00% of the principal amount of Term Loans (x) being prepaid occurs on or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, and 2.00%, (3III) a if such prepayment premium of 1.00% of the principal amount of Term Loans (x) being prepaid occurs on or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the second anniversary of the Closing Date but prior to the Stated Termination third anniversary of the Closing Date. No payment , 1.00% and (IV) if such prepayment occurs on or prepayment premium shall be due on after the third anniversary of the Closing Date, 0.00%, in each case, to the Term Loan Administrative Agent, for the ratable account of each of the applicable Initial Term Lenders and subject to the IPO Claw Exception set forth in Section 2.05(e)(iv)(C) below (the “Refinancing Call Protection Premium”); provided that, notwithstanding the foregoing, in no event shall any payments Refinancing Call Protection Premium be payable in respect of any voluntary or prepayments mandatory prepayment that is made on the Stated Termination Datein connection with an IPO, Change of Control or Transformative Disposition (such events in this sub-clause (y), an “Exit Event”). (bii) Any Subject to clause (iii) below, in the event that, prior to the second anniversary of the Closing Date the Borrower makes any prepayment of any Class of Initial Term Loan in connection with an Exit Event, the Borrower shall pay a premium payable in accordance with this Section 4.2 shall be presumed to be an amount equal to (I) if such prepayment occurs prior to the liquidated damages sustained by the Lenders as the result first anniversary of the occurrence Closing Date, 2.00%, (II) if such prepayment occurs after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00%, (III) if such prepayment occurs after the second anniversary of the Closing Date, 0.00%, in each case, to the Term Loan Administrative Agent, for the ratable account of each of the applicable prepayment event Initial Term Lenders and subject to the Borrower agrees that it is reasonable under IPO Claw Exception set forth in Section 2.05(e)(iv)(C) below (the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION“Exit Event Call Protection Premium” and, together with the Refinancing Call Protection Premium, each, as calculated by the Term Representative, the “Call Protection Premiums”). (c) The Borrower expressly agrees that: (i) such prepayment premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) such prepayment premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between Notwithstanding anything to the Lenders and contrary herein, in the event that, on or after the Amendment No. 2 Effective Date but prior to February 28, 2021, the Borrower giving specific consideration in this transaction for such agreement makes any prepayment (including with respect to pay such prepayment premium; (iv) any acceleration of the Loans), of any Class of Initial Term Loans, the Borrower shall pay a premium on such prepayments made up to $150.0 million of the principal amount of such Initial Term Loans prepaid in an amount equal to 7.50% multiplied by the principal amount of Initial Term Loans prepaid, which, if applicable, shall be estopped hereafter from claiming differently than as agreed in lieu of any applicable Call Protection Premium set forth above or the IPO Claw Exception set forth below; provided that no amortization payments or mandatory prepayments required under this Agreement shall be subject to the prepayment premium set forth in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) such prepayment premium represents 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 such prepayment or eventSection 2.05(e)(iii).

Prepayment Premium. (a) In the event that (i) the Borrower makes any prepayment or repayment All prepayments of the Term Loans and the Incremental Term Loan and/or the reduction or termination of the Revolving Loan Commitment made or required to be made prior to the second anniversary of the Closing Date (whether voluntary or mandatory, as applicable, and whether before or after acceleration of the Obligations, but in any event excluding (A) any First Amendment Acquisition Prepayment, (B) any prepayment or repayment ordinary course amortization payments made pursuant to Section 4.3(a2.1(b)(ii)) or Section 4.3(c)(ii) shall be subject to an additional premium (in respect to be paid to Administrative Agent for the benefit of any Cure Amount) and (C) required amortization payments under Section 4.1) or (ii) the Term Loans are accelerated Loan Lenders, the Incremental Term Loan Lenders and/or the Revolving Lenders, as applicable, as liquidated damages and compensation for any reason the costs of being prepared to make funds available hereunder with respect to the Term Loans, the Incremental Term Loan and the Revolving Loan Commitment) equal to the amount of such prepayment or reduction multiplied by (including in connection with the commencement of any Insolvency Proceedingi) two percent (2.0%), with respect to prepayments or reductions made after the Borrower shall pay Closing Date but prior to the Agent, for the ratable account of each of the applicable Lenders, a fee in an amount equal to (1) a prepayment premium of 3.00% (or, in the case of any prepayment made pursuant to Section 4.3(c) in respect of the IPO Prepayment, 2.00%) of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring on or prior to first anniversary of the Closing Date, and (2ii) a prepayment premium of 2.00% of the principal amount of Term Loans one percent (x) being prepaid or repaid or (y) outstanding on the date of such acceleration1.0%), as the case may be, in the case of such with respect to prepayments or repayments, reductions made on or such acceleration, occurring after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date; provided, and (3however, this Section 2.3(g) shall not apply to any prepayment or commitment reduction or termination required under Section 2.3(b)(i), 2.3(b)(iii)(B) or 2.3(b)(v) or any other prepayment made with the proceeds of a prepayment premium public offering of 1.00% Stock pursuant to an effective registration statement under the Securities Act of the principal amount of Term Loans (x) being prepaid 1933. On or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the second anniversary of the Closing Date but prior Date, no premiums or penalties shall be payable pursuant to this Section 2.3(g) in connection with any prepayments of the Term Loans or Incremental Term Loan and/or the reduction or termination of the Revolving Loan Commitment other than LIBOR funding breakage costs as required under the terms of this Agreement. A prepayment premium (in the amount described above) shall also be payable by Borrower with respect to the Stated Termination DateLoans and Commitments of a Lender replaced by a Replacement Lender. No payment or prepayment Such premium shall be due on account of any payments or prepayments made on the Stated Termination Date. (b) Any prepayment premium payable in accordance with this Section 4.2 shall be presumed to be equal paid to the liquidated damages sustained by the Lenders as the result of the occurrence of the applicable prepayment event and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) The Borrower expressly agrees that: (i) such prepayment premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) such prepayment premium shall be payable notwithstanding the then prevailing market rates Lender being replaced at the time payment is made; (iii) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premium; (iv) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement replacement, subject to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) such prepayment premium represents 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 such prepayment or eventlimitations set forth in Section 10.9(f).

Prepayment Premium. If, on or prior to the date that is two years after the Closing Date, (a) In there shall occur any amendment, amendment and restatement or other modification of this Agreement that has the event that (i) effect of reducing the Borrower makes Applicable Margin with respect to any prepayment or repayment of the Term Loans (excluding (A) including any First Amendment Acquisition Prepayment, (B) any prepayment reduction or repayment made pursuant to Section 4.3(a) or Section 4.3(c)(ii) (in respect elimination of any Cure Amount) and (C) required amortization payments under Section 4.1“LIBOR floor”) or (iib) the all or any portion of any Term Loans (including any Other Term Loans unless otherwise expressly provided in the applicable Incremental Term Loan Assumption Agreement) are accelerated for any reason repaid, prepaid (including in connection with any mandatory prepayment of the commencement of any Insolvency ProceedingLoans pursuant to Section 2.13(c)) or refinanced substantially concurrently with or using the proceeds from, the Borrower shall pay to issuance or incurrence of Indebtedness having an Initial Yield lower than the Agent, for the ratable account of each applicable total yield of the Term Loans so prepaid or refinanced (as determined by the Administrative Agent and the Required Lenders to be equal to (i) the sum of (x) the Applicable Margin then in effect for such Eurodollar Loans (based, in each case, on Eurodollar Loans having a one-month Interest Period, regardless of the then-existing Interest Period or Type of Term Loan) plus the one-month Adjusted LIBO Rate applicable Lendersto such Term Loans, a fee in plus (y) an amount equal to (1) a prepayment premium of 3.002.0% (or, in the case of any prepayment made pursuant to Section 4.3(c) in respect of the IPO PrepaymentClosing Date Term Loans, 2.00%divided by (i) of the principal amount of Term Loans (x) being prepaid four, then each such amendment, amendment and restatement, modification, repayment, prepayment or repaid or (y) outstanding on the date of such accelerationrefinancing, as the case may be, in shall be accompanied by a fee or prepayment premium, as applicable, equal to (A) 2.25% of the case outstanding principal amount of the Term Loans affected by such prepayments amendment, amendment and restatement or repaymentsmodification, or subject to such accelerationrepayment, occurring prepayment or refinancing if such amendment, amendment and restatement, modification, repayment, prepayment or refinancing occurs on or prior to first anniversary of the date that is one year after the Closing Date, Date or (2B) a prepayment premium of 2.001.25% of the outstanding principal amount of the Term Loans (x) being prepaid affected by such amendment, amendment and restatement or repaid modification, or (y) outstanding on subject to such repayment, prepayment or refinancing if such amendment, amendment and restatement, modification, repayment, prepayment or refinancing occurs after the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring that is one year after the first anniversary of the Closing Date but on or prior to the second anniversary of date that is two years after the Closing Date. As a condition to effectiveness of any required assignment by any Non-Consenting Lender of its Term Loans (including any Other Term Loans unless otherwise expressly provided in the applicable Incremental Term Loan Assumption Agreement) pursuant to Section 2.21(a) or otherwise in respect of any amendment, amendment and restatement or modification to this Agreement effective prior to the date that is two years after the Closing Date that has the effect of reducing the applicable total yield (3as determined by the Administrative Agent and the Required Lenders on the same basis) a prepayment premium of 1.00% of for any Term Loans, the principal amount Borrower shall pay to such Non-Consenting Lender of Term Loans (x) being prepaid a premium or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the second anniversary of the Closing Date but prior to the Stated Termination Date. No payment or prepayment premium shall be due on account of any payments or prepayments made on the Stated Termination Date. (b) Any prepayment premium payable in accordance with this Section 4.2 shall be presumed to be fee equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the applicable prepayment event and the Borrower agrees premium or fee that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) The Borrower expressly agrees that: (i) such prepayment premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) such prepayment premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premium; (iv) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement would apply pursuant to the Lenders to provide the preceding sentence if such Non-Consenting Lender’s Term Loan Commitments Loans being assigned were being prepaid and make the Term Loans, and (vi) such prepayment premium represents 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 subject to the Lenders premium or profits lost by fee set forth in the Lenders as a result of such prepayment or eventimmediately preceding sentence.

Prepayment Premium. (a) In If the event that Borrower (a) prepays all or any part of the principal balance of the Term Loan pursuant to (i) the Borrower makes any prepayment or repayment of the Term Loans (excluding (A) any First Amendment Acquisition Prepayment, (B) any prepayment or repayment made pursuant to Section 4.3(a) or Section 4.3(c)(ii) (in respect of any Cure Amount) and (C) required amortization payments under Section 4.1) 2.9 or (ii) Sections 2.20(a), (b) or (c) which, in the case of this clause (ii), results in the payment in full of the Term Loans are accelerated Loan or of the Obligations (other than payment of Excess Cash Flow and other mandatory prepayments from the net proceeds of insurance, casualty or condemnation events, assets sales or Cure Proceeds unless with respect to each of the foregoing, the entire amount of the Term Loan Facility is prepaid from such net proceeds, and, for any reason the avoidance of doubt, scheduled amortization) or (including in connection with b) reduces or terminates the commencement of any Insolvency Proceeding)Revolving Commitments pursuant to Section 2.9, the Borrower shall pay to the Agent, for the ratable account of each pro rata benefit of the applicable Term Lenders or Revolving Lenders, as applicable, entitled to a fee in an amount equal to (1) portion of such prepayment, a prepayment premium of 3.00% (orthe “Prepayment Premium”) equal to, in the case of (x) with respect to any such prepayment made pursuant to Section 4.3(c) in respect of the IPO PrepaymentTerm Loan, 2.00%) 1.0% of the aggregate principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring on or prepayment if made at any time prior to the first anniversary of the Closing Date, and 0% at all times thereafter; and (2ii) a prepayment premium with respect to the reduction or termination of 2.00the Revolving Commitments, 1.0% of the principal aggregate amount of Term Loans (x) being prepaid such reduction, or, with respect to a termination, the aggregate amount of Revolving Commitments immediately prior to such termination if reduced or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the first anniversary of the Closing Date but on or terminated at any time prior to the second first anniversary of the Closing Date, and (3) 0% at all times thereafter. Notwithstanding the foregoing, any such Prepayment Premium owing to PNC shall be waived in the event that such reduction or termination is made in connection with a prepayment premium new or refinancing loan from a syndicate of 1.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding lenders arranged by PNC. Any such Prepayment Premium shall be fully earned on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the second anniversary of the Closing Date but prior to the Stated Termination Date. No payment or prepayment premium paid and shall not be due on account of refundable for any payments or prepayments made on the Stated Termination Datereason. (b) Notwithstanding anything to the contrary, the Prepayment Premium, if any, shall be required to be paid whether such applicable optional, voluntary or mandatory payment is made before, during or after the continuance of an Event of Default or before, during or after acceleration of the Obligations, including by reason of an Insolvency Proceeding or other insolvency related event. Without limiting the generality of the foregoing, it is understood and agreed that if the Obligations are accelerated and/or Revolving Commitments terminated for any reason, including because of default, sale, insolvency, disposition or encumbrance (including by operation of law or otherwise), the Prepayment Premium, if any, determined as of the date of acceleration and/or termination will also be due and payable as though said Indebtedness was prepaid and/or terminated as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any prepayment premium Prepayment Premium payable in accordance with this Section 4.2 the immediately preceding sentence shall be presumed to be equal to the liquidated damages sustained by the Lenders each Lender as the result of the occurrence of the applicable prepayment event early termination and the Borrower agrees that it is reasonable under the circumstances currently existing. The Prepayment Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement or the Notes evidencing the Obligations) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. (c) . The Borrower expressly agrees that: (iA) such prepayment premium the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (iiB) such prepayment premium the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iiiC) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premiumthe Prepayment Premium; and (ivD) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s Section 3.4(b). The Borrower expressly acknowledges that its agreement to such prepayment premium pay the Prepayment Premium, if any, to Lenders as herein described is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) such prepayment premium represents 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 such prepayment or eventAdvances.

Prepayment Premium. (aA) In Each prepayment (solely in the event that case of this clause (A), whether before or after (i) the Borrower makes any prepayment or repayment occurrence of the Term Loans (excluding (A) any First Amendment Acquisition Prepayment, (B) any prepayment or repayment made pursuant to Section 4.3(a) or Section 4.3(c)(ii) (in respect of any Cure Amount) and (C) required amortization payments under Section 4.1) a Default or (ii) the Term Loans are accelerated for any reason (including in connection with the commencement of any Insolvency Proceeding)proceeding under the Bankruptcy Code involving any Loan Party or Subsidiary thereof, the Borrower shall pay to the Agent, and notwithstanding any acceleration (for the ratable account of each of the applicable Lenders, a fee in an amount equal to (1) a prepayment premium of 3.00% (or, in the case of any prepayment made pursuant to Section 4.3(c) in respect of the IPO Prepayment, 2.00%reason) of the Obligations (and the entire outstanding principal amount of the Closing Date Term Loans (x) being shall be deemed to have been prepaid or repaid or (y) outstanding on the date of any such acceleration, as and the case may beterm “prepayment” for the purposes of this Section 2.18(1) shall include an assignment and designation under Section 3.07 in connection with any amendment, in amendment and restatement or other modification to this Agreement that reduces or modifies the case premium referred to below) of the Closing Date Term Loans pursuant to Section 2.05(1)(a) or Section 2.05(2)(c) shall be accompanied by a premium equal to (a) if such prepayments or repayments, or such acceleration, occurring on or prepayment is made prior to the first anniversary of the Closing Date, 2.00% (2or, solely in connection with a Qualifying IPO where the prepayment of the Closing Date Term Loans is not in full, 1.00%))) of the Closing Date Term Loans pursuant to Section 2.05(1)(a) or Section 2.05(2)(c) prior to the first anniversary of the Amendment No. 2 Effective Date shall be accompanied by a prepayment premium of 2.00equal to 1.00% of the principal amount of the Closing Date Term Loans so prepaid, (xb) being prepaid if such prepayment is made on or repaid or and (yB) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repaymentsevent that, or such acceleration, occurring during the period on and after the first anniversary of the Closing Date but on or butAmendment No. 2 Effective Date and prior to the second anniversary of the Closing Date, and 1.00% of the principal amount of theAmendment No. 2 Effective Date, any Repricing Transaction occurs, the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Lender, (3a) in the case of a Repricing Transaction within the meaning of clause (1) of the definition of Repricing Transaction, a prepayment premium of 1.00% of the aggregate principal amount of such Closing Date Term Loans so prepaid and (xc) being prepaid if such prepayment is made on or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the second anniversary of the Closing Date, 0.00% of the principal amount of the Closing Date Term Loans so prepaidsubject to such Repricing Transaction and (b) in the case of a Repricing Transaction within the meaning of clause (2) of the definition of Repricing Transaction, a fee equal to 1.00% of the aggregate principal amount of the Closing Date Term Loans outstanding immediately prior to such amendment, amendment and restatement or other modification that are subject to such Repricing Transaction; provided that the term “prepayment” for the purposes of this Section 2.18(1) and the definition of “Repricing Transaction” shall include an assignment and designation under Section 3.07 in connection with any amendment, amendment and restatement or other modification to this Agreement that reduces or modifies the premium referred to above. (2) Each prepayment (whether before or after (i) the occurrence of a Default or (ii) the commencement of any proceeding under the Bankruptcy Code involving any Loan Party or Subsidiary thereof, and notwithstanding any acceleration (for any reason) of the Obligations (and the entire outstanding principal amount of the 2020 Incremental Term Loans shall be deemed to have been prepaid on the date of any such acceleration, and the term “prepayment” for the purposes of this Section 2.18(2) shall include an assignment and designation under Section 3.07 in connection with any amendment, amendment and restatement or other modification to this Agreement that reduces or modifies the premium referred to below) of the 2020 Incremental Term Loans pursuant to Section 2.05(1)(a) or Section 2.05(2)(c) shall be accompanied by a premium equal to (a) if such prepayment is made prior to the first anniversary of the Amendment No. 1 Effective Date, 4.00% of the principal amount of the 2020 Incremental Term Loans so prepaid, (b) if such prepayment is made on or after the first anniversary of the Amendment No. 1 Effective Date but prior to the Stated Termination Date. No payment or prepayment premium shall be due on account of any payments or prepayments made on the Stated Termination Date. (b) Any prepayment premium payable in accordance with this Section 4.2 shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result second anniversary of the occurrence Amendment No. 1 Effective Date, 2.00% of the applicable prepayment event principal amount of the 2020 Incremental Term Loans so prepaid and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) The Borrower expressly agrees that: (i) if such prepayment premium is reasonable and is made on or after the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) such prepayment premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premium; (iv) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) such prepayment premium represents a good faith, reasonable estimate and calculation second anniversary of the lost profits or damages Amendment No. 1 Effective Date, 0.00% of the Lenders and that it would be impractical and extremely difficult to ascertain the actual principal amount of damages to the Lenders or profits lost by the Lenders as a result of such prepayment or event2020 Incremental Term Loans so prepaid.

Prepayment Premium. (a) In If Borrower has sent a notice of termination ------------------- pursuant to the event that (i) the Borrower makes any prepayment or repayment provisions of Section 3.6 of the Term Loans (excluding (A) any First Amendment Acquisition PrepaymentCredit Agreement, (B) any prepayment or repayment made pursuant to Section 4.3(a) or Section 4.3(c)(ii) (then on the ----------- date set forth as the date of termination of the Credit Agreement in respect of any Cure Amount) and (C) required amortization payments under Section 4.1) or (ii) the Term Loans are accelerated for any reason (including in connection with the commencement of any Insolvency Proceeding)such notice, the Borrower shall pay to the Agent, for in cash, the ratable account of each Applicable Prepayment Premium. In the event of the applicable Lenders, a fee in an amount equal to (1) a prepayment premium of 3.00% (or, in the case of any prepayment made pursuant to Section 4.3(c) in respect termination of the IPO Prepayment, 2.00%) Credit Agreement and repayment of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring on or prior to first anniversary of the Closing Date, (2) a prepayment premium of 2.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the first anniversary of the Closing Date but on or Obligations at any time prior to the second anniversary Maturity Date, for any other reason, including (a) termination upon the election of the Closing Date, and (3) a prepayment premium of 1.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring Required Lenders to terminate after the second anniversary occurrence and during the continuation of the Closing Date but prior to the Stated Termination Date. No payment or prepayment premium shall be due on account an Event of any payments or prepayments made on the Stated Termination Date. Default, (b) Any prepayment premium payable in accordance with this Section 4.2 shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result foreclosure and sale of the occurrence of the applicable prepayment event and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION. Collateral, (c) The Borrower expressly agrees that: sale of the Collateral in any Insolvency Proceeding, or (id) such prepayment premium is reasonable 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 is extreme difficulty of ascertaining the product actual amount of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) such prepayment premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premium; (iv) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement damages to the Lenders to provide Lender Group or profits lost by the Term Loan Commitments and make the Term LoansLender Group as a result of such early termination, and (vi) such prepayment premium represents by mutual agreement of the parties as to a good faith, reasonable estimate estimation and calculation of the lost profits or damages of the Lenders Lender Group, Borrower shall pay to Agent on such date of termination, in cash, the Applicable Prepayment Premium, measured as of the date of such termination. For purposes of this section, "Applicable Prepayment Premium" means, as of any ----------------------------- date of determination, an amount equal to (a) during the period from and after the Closing Date through and including the date that it would be impractical is the first anniversary of the Closing Date, 3% times the Maximum Revolver Amount, (b) during the period after the date that is the first anniversary of the Closing Date through and extremely difficult to ascertain including the actual amount date that is the second anniversary of damages the Closing Date, 1% times the Maximum Revolver Amount, and (c) thereafter, $0. The foregoing to the contrary notwithstanding, if (i) Diamond Creek, together with its Affiliates and Related Funds, shall cease to constitute the Required Lenders or profits lost by (ii) Diamond Creek shall cease to be the Lenders as a result of such prepayment or eventAgent, then the Applicable Prepayment Premium shall be $0.

Prepayment Premium. (a) In the event that (i) the Borrower makes any prepayment or repayment of the Term Loans (excluding (A) any First Amendment Acquisition Prepayment, (B) any prepayment or repayment made pursuant to Section 4.3(a) or Section 4.3(c)(ii) (in respect of any Cure Amount) and (C) required amortization payments under Section 4.1) or (ii) the Term Loans are accelerated for any reason (including in connection with the commencement of any Insolvency Proceeding), the Borrower shall pay to the Agent, for the ratable account of each of the applicable Lenders, a fee in an amount equal to (1) a prepayment premium of 3.00% (or, in the case of any prepayment made pursuant to Section 4.3(c) in -126- respect of the IPO Prepayment, 2.00%) of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring on or prior to first anniversary of the Closing Date, (2) a prepayment premium of 2.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repaymentsrepayments (including, for the avoidance of doubt, any prepayment made pursuant to Section 4.3(c) in respect of the [**]), or such acceleration, occurring after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, and (3) a prepayment premium of 1.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the second anniversary of the Closing Date but prior to the Stated Termination Date. No payment or prepayment premium shall be due on account of any payments or prepayments made on the Stated Termination Date. (b) Any prepayment premium payable in accordance with this Section 4.2 shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the applicable prepayment event and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) The Borrower expressly agrees that: (i) such prepayment premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) such prepayment premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premium; (iv) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) such prepayment premium represents 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 such prepayment or event.

Prepayment Premium. (a) In the event that (i) the Borrower makes any prepayment of all or repayment any portion of the Term Loans are prepaid or repaid prior to the Maturity Date as a result of any (excluding (A1) acceleration of all or any First Amendment Acquisition Prepaymentportion of the Loans, or termination or reduction of all or any portion of the Commitments, resulting from an Event of Default, (B2) foreclosure and sale of all or any portion of the Collateral, (3) sale or other disposition of all or any portion of the Collateral in any bankruptcy or insolvency proceeding, (4) a mandatory prepayment required under Section 2.01(e)(ii) (other than a Milestone-Related Overadvance Prepayment) that is paid at any time after the date that is ten (10) days after the date on which Borrower delivers to Agent the applicable Borrowing Base Certificate required under Section 2.01(e)(ii), or repayment made pursuant to Section 4.3(a(5) mandatory prepayment (other than described in clause (4)) or Section 4.3(c)(ii) (a voluntary prepayment, and in respect each case, whether before or after the occurrence of any Cure Amount) and (C) required amortization payments under Section 4.1) an Event of Default or (ii) the Term Loans are accelerated for any reason (including in connection with the commencement of any Insolvency Proceedingbankruptcy or insolvency proceeding, and notwithstanding any acceleration (for any reason) of all or any portion of the Obligations (each, an “Applicable Prepayment Event”), in addition to the payment of the subject principal amount and all unpaid accrued interest thereon, the Borrower shall be required to pay to the Agent, for the ratable account of each benefit of the applicable LendersLenders based on their respective Pro Rata Shares thereof, a fee Prepayment Premium (as liquidated damages and compensation for the costs of the Lenders being prepared to make funds available hereunder with respect to the Loans) in an amount equal to: (i) if such Applicable Prepayment Event occurs before the nineteen (19) month anniversary of the Fifth Amendment Effective Date, an amount equal to (1x) a the aggregate amount of all interest scheduled to be paid under this Agreement with respect to the amount repaid or prepaid (determined with reference to the interest rate then in effect and immediately prior to giving effect to such repayment or prepayment, and assuming all paid in kind interest shall have been capitalized as and when required and no further prepayments would have been made) for the period from the Interest Payment Date immediately preceding such prepayment premium of 3.00% (or, in to the case of any prepayment made pursuant to Section 4.3(c) in respect 19-month anniversary of the IPO PrepaymentFifth Amendment Effective Date, 2.00%) plus all amounts that would have been capitalized and added to the principal balance of the principal amount of Term Loans (x) Obligations being prepaid or so repaid or (y) outstanding prepaid on the date of or before such acceleration, as the case may be, in the case of such 19-month anniversary had no repayments or prepayments or repayments, or such acceleration, occurring thereof been made on or prior to first anniversary of the Closing Datesuch 19-month anniversary, plus (2y) a prepayment premium of 2.005.0% of the principal amount subject to such Applicable Prepayment Event; (ii) if such Applicable Prepayment Event occurs on or after the nineteen (19) month anniversary of Term the Fifth Amendment Effective Date but before the thirty-four (34) month anniversary of the Fifth Amendment Effective Date, 5.0% of the principal amount subject to such Applicable Prepayment Event; or (iii) if such Applicable Prepayment Event occurs on or after the thirty-four (34) month anniversary of the Fifth Amendment Effective Date but before the Maturity Date, 0.0% percent of the principal amount subject to such Applicable Prepayment Event. Notwithstanding the foregoing, in the event all of the Loans and Commitments (xalong with the related rights and interests) being prepaid or repaid or of the Pathlight Lenders hereunder are assigned (y) outstanding on at par plus accrued interest through the date of such acceleration, assignment) to Persons which are permitted under (and otherwise in accordance with the terms of) Section 8.02 pursuant to an Assignment and Acceptance as the case may be, provided for in the case of such prepayments Section 8.02 and to a new Lender or repayments, or such acceleration, occurring after the first anniversary of the Closing Date but Lenders reasonably satisfactory to Agent on or prior to the second anniversary of the Closing Pathlight Reference Date, then no Prepayment Premium shall due and payable to the Pathlight Lenders in respect of such Loans and Commitments in connection with such assignment (3) a prepayment premium it being understood that any such Prepayment Premium shall be payable in respect of 1.00% such Loans and Commitments to any assignee of any Pathlight Lender as and when such Prepayment Premium, if any, is due hereunder). Each such Prepayment Premium shall be deemed fully earned, and shall be immediately due and payable, upon the date that the Applicable Prepayment Event occurs (regardless of whether or not all or any portion of the principal amount of Term Loans subject to such Applicable Prepayment Event has actually then been paid or otherwise), and shall not be refundable in whole or in part and shall not be subject to reduction or set-off. Borrower acknowledges and agrees that (x) being prepaid the provisions of this Section 2.02(f) shall remain in full force and effect notwithstanding any rescission by Agent or repaid Required Lenders of an acceleration with respect to all or any portion of the Obligations pursuant to Section 7.02 or otherwise, and (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the second anniversary of the Closing Date but prior to the Stated Termination Date. No payment or prepayment premium shall be due on account of any payments or prepayments made on the Stated Termination Date. (b) Any prepayment premium payable in accordance with Prepayment Premium under this Section 4.2 shall be presumed to be equal to the 2.02(f) constitutes liquidated damages sustained by the Lenders as the result of the occurrence of the applicable prepayment event and the Borrower agrees that it is reasonable under the circumstances currently existingnot a penalty. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING ANY PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) ACCELERATION OF ANY OR ALL THE OBLIGATIONS. The Borrower expressly agrees that: that (iA) such prepayment premium any Prepayment Premium payable in accordance with this Section 2.02(f) shall be presumed to be equal to the liquidated damages sustained by the Agent and the Lenders as a result of the occurrence of each Applicable Prepayment Event, (B) the amount of any Prepayment Premium payable under this Section 2.02(f) is reasonable under the circumstances currently existing and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; , (iiC) such prepayment premium the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; , (iiiD) there has been a course of conduct between among the Agent, Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premium; the Prepayment Premium, (ivE) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; Section 2.02(f), (vF) the Borrower’s agreement to such prepayment premium pay the Prepayment Premium is a material inducement to the Agent and the Lenders to make the Loans and provide the Term Loan Commitments Commitments, (G) the Agent and make the Term LoansLenders may include the Prepayment Premium payable under this Section 2.02(f) in any applicable bankruptcy or insolvency claim filed with respect to the Borrower, and (viH) such prepayment premium the Prepayment Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders Agent and that Lxxxxxx and it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such prepayment or eventthe Applicable Prepayment Event.

Prepayment Premium. (a) In the event that (i) If the Borrower makes Borrowers pay, for any prepayment reason (including, but not limited to, any optional or repayment mandatory payment after the occurrence of an Event of Default or after acceleration of the Term Loans (excluding (A) any First Amendment Acquisition Prepayment, (B) any prepayment or repayment made pursuant to Section 4.3(a) or Section 4.3(c)(ii) (in respect of any Cure Amount) and (C) required amortization payments under Section 4.1) or (ii) the Term Loans are accelerated for any reason (including in connection with the commencement of any Insolvency Proceedinginsolvency proceeding or other proceeding pursuant to any Debtor Relief Laws), the Borrower shall pay to the Agent, for the ratable account of each of the applicable Lenders, a fee in an amount equal to (1) a prepayment premium of 3.00% (or, in the case of all or any prepayment made pursuant to Section 4.3(c) in respect of the IPO Prepayment, 2.00%) part of the principal balance of the Term Loans on or before the third anniversary of the Closing Date, each such payment shall be accompanied by payment of a premium (expressed as a percentage of the aggregate principal amount of the Term Loans that is subject to such prepayment) (the “Prepayment Premium”) as follows: (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring on or prior to the first anniversary of the Closing Date, (2) a prepayment premium of 2.00% of the principal amount of Term Loans (x) being prepaid or repaid or 3.0%, (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the first anniversary of the Closing Date Date, but on or prior to the second anniversary of the Closing Date, 2.0% and (3z) a prepayment premium of 1.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the second anniversary of the Closing Date Date, but on or prior to the Stated Termination third anniversary of the Closing Date, 1.0%. No payment or Any prepayment premium of the Term Loans made after the third anniversary of the Closing Date shall be due on account of without any payments or prepayments made on the Stated Termination Datepremium under this Section 2.09(b). (bii) Without limiting the generality of the foregoing, it is understood and agreed that if the Obligations are accelerated for any reason, including because of default, the commencement of any insolvency proceeding or other proceeding pursuant to any Debtor Relief Laws, sale, disposition or encumbrance (including that by operation of law or otherwise), the Prepayment Premium, if any, determined as of the date of acceleration will also be due and payable as though said Indebtedness was voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any prepayment premium Prepayment Premium payable in accordance with this Section 4.2 the immediately preceding sentence shall be presumed to be equal to the liquidated damages sustained by the Lenders each Lender as the result of the occurrence of the applicable prepayment event early termination and the Borrower agrees Borrowers agree that it is reasonable under the circumstances currently existing. The Prepayment Premium, if any, shall also be payable (i) in the event the Obligations (and/or this Agreement or the Notes evidencing the Obligations) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means and/or (ii) upon the satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement, defeasance or compromise of any of the Obligations (and/or this Agreement or the Notes evidencing the Obligations) in any insolvency proceeding or other proceeding pursuant to any Debtor Relief Laws, foreclosure (whether by power of judicial proceeding or otherwise), deed in lieu of foreclosure or by any other means or the making of a distribution of any kind in any insolvency proceeding to the Administrative Agent, for the account of the Lenders, in full or partial satisfaction of the Obligations. THE BORROWER BORROWERS EXPRESSLY WAIVES WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) SUCH ACCELERATION INCLUDING IN CONNECTION WITH ANY VOLUNTARY OR INVOLUNTARY ACCELERATION OF THE OBLIGATIONS PURSUANT TO ANY INSOLVENCY PROCEEDING OR OTHER PROCEEDING PURSUANT TO ANY DEBTOR RELIEF LAWS OR PURSUANT TO A PLAN OF REORGANIZATION. The Borrower Borrowers expressly agrees that: (iA) such prepayment premium the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (iiB) such prepayment premium the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iiiC) there has been a course of conduct between the Lenders and the Borrower Borrowers giving specific consideration in this transaction for such agreement to pay such prepayment premiumthe Prepayment Premium; and (ivD) the Borrower Borrowers shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s . The Borrowers expressly acknowledges that their agreement to such prepayment premium pay the Prepayment Premium to Lenders as herein described is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) such prepayment premium represents 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 such prepayment or event.

Prepayment Premium. All prepayments, refinancings, substitutions or replacements of all or any portion of Loans hereunder (a) In the event that (i) the Borrower makes any prepayment or repayment including by way of the Term Loans (excluding (A) any First Amendment Acquisition Prepayment, (B) any prepayment or repayment made replacement of a Lender pursuant to Section 4.3(a11.13) or Section 4.3(c)(ii) (in respect of any Cure Amount) and (C) required amortization payments under Section 4.1) or (ii) the Term Loans are accelerated for any reason (including in connection with the commencement of any Insolvency Proceeding), the Borrower shall pay made prior to the Agentfourth (4th) anniversary of the Effective Date, shall in each case be subject to a prepayment premium (to be paid to the Administrative Agent for the ratable account of each benefit of the applicable Lenders, a fee in an amount as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Loans) equal to (1) a prepayment premium of 3.00% (or, in the case of any prepayment made pursuant to Section 4.3(c) in respect of the IPO Prepayment, 2.00%) of the aggregate principal amount of Term Loans each Loan so prepaid, refinanced, substituted or replaced multiplied by (xi) being prepaid or repaid or (y) outstanding on 5.00%, with respect to such transactions made after the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring on or Effective Date but prior to the first anniversary of the Closing Effective Date, (2ii) a prepayment premium of 2.00% of the principal amount of Term Loans (x) being prepaid 4.00%, with respect to such transactions made on or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the first anniversary of the Closing Effective Date but on or prior to the second anniversary of the Closing Effective Date, and (3iii) a prepayment premium of 1.00% of the principal amount of Term Loans (x) being prepaid 3.00%, with respect to such transactions made on or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the second anniversary of the Closing Effective Date but prior to the Stated Termination third anniversary of the Effective Date and (iv) 2.00%, with respect to such transactions made on or after the third anniversary of the Effective Date but prior to the fourth anniversary of the Effective Date. No payment or ; provided, however, this Section 2.06(e) shall not apply to (and no prepayment premium pursuant to this clause (e) shall be due on account owed in connection with) the amount of any payments or prepayments made on the Stated Termination Date. (b) Any prepayment premium payable in accordance with this Section 4.2 shall be presumed Loans required to be equal prepaid pursuant to the liquidated damages sustained by the Lenders Section 2.06(b) so long as the result of the occurrence of the applicable prepayment event and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) The Borrower expressly agrees that: (i) the Dispositions of property were in conjunction with the retirement of such prepayment premium is reasonable property in the ordinary course of business and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) the aggregate value of such prepayment premium Dispositions does not exceed $6,000,000 (x) from the Effective Date through the fiscal year end 2019, and (ii) each fiscal year thereafter. On or after the fourth anniversary of the Effective Date, no premiums or penalties shall be payable notwithstanding pursuant to this Section 2.06(e) in connection with any such prepayment, refinancing, substitution or replacement, other than LIBOR funding breakage costs, if any, as required under the then prevailing market rates at the time payment is made; (iii) there has been a course terms of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premium; (iv) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) such prepayment premium represents 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 such prepayment or eventAgreement.

Prepayment Premium. (a) In the event that (i) Notwithstanding anything herein to the Borrower makes any prepayment or repayment contrary, all prepayments of the principal of Term B-4 Loans (excluding (A) any First Amendment Acquisition Prepayment, (B) any prepayment or repayment made pursuant to Section 4.3(a2.05(a)(i), Section 2.05(b)(iii) or Section 4.3(c)(ii) (in respect of any Cure Amount) and (C) required amortization payments under Section 4.12.05(b)(vii) or (ii) any amendment to the terms of the Term B-4 Loans are accelerated for any reason constituting a Repricing Transaction, in each case, (including in connection with i) after the commencement of any Insolvency Proceeding), the Borrower shall pay Second Restatement Effective Date and on or prior to the first anniversary of the Second Restatement Effective Date, will be subject to payment to the Administrative Agent, for the ratable account of each Lender with outstanding Term B-4 Loans, of the applicable Lenders, a fee in an amount equal to (1) a prepayment premium of 3.002.0% (or, in the case of any prepayment made pursuant to Section 4.3(c) in respect of the IPO Prepayment, 2.00%) of the aggregate principal amount of the Term B-4 Loans (x) being so prepaid or repaid or amended and (yii) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring on or prior to first anniversary of the Closing Date, (2) a prepayment premium of 2.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the first anniversary of the Closing Second Restatement Effective Date but and on or prior to the second anniversary of the Closing Second Restatement Effective Date, and (3) will be subject to payment to the Administrative Agent, for the ratable account of each Lender with outstanding Term B-4 Loans, of a prepayment premium of 1.00fee in an amount equal to 1.0% of the aggregate principal amount of the Term B-4 Loans (x) being so prepaid or repaid or (y) outstanding on amended. Such prepayment fees in respect of Term B-4 Loans shall be due and payable upon the date of any such accelerationprepayment of Term B-4 Loans pursuant to Section 2.05(a)(i), as Section 2.05(b)(iii) or Section 2.05(b)(vii) or any amendment to the case may beterms of the Term B-4 Loans constituting a Repricing Transaction. (ii) Notwithstanding anything herein to the contrary, all prepayments of principal of Term B-5 Loans made pursuant to Section 2.05(a)(i), Section 2.05(b)(iii) or Section 2.05(b)(vii) (other than any prepayment of Term B-5 Loans on the Third Restatement Effective Date, including the Term B-5 Payment) or any amendment to the terms of the Term B-5 Loans constituting a Term B-5 Repricing Transaction, in each case, (i) after the case Third Restatement Effective Date and on or prior to the first anniversary of such prepayments the Third Restatement Effective Date, will be subject to payment to the Administrative Agent, for the ratable account of each Lender with outstanding Term B-5 Loans, of a fee in an amount equal to 2.0% of the aggregate principal amount of the Term B-5 Loans so prepaid or repayments, amended and (ii) after the first anniversary of the Third Restatement Effective Date and on or such acceleration, occurring after prior to the second anniversary of the Closing Date but prior Third Restatement Effective Date, will be subject to payment to the Stated Termination DateAdministrative Agent, for the ratable account of each Lender with outstanding Term B-5 Loans, of a fee in an amount equal to 1.0% of the aggregate principal amount of the Term B-5 Loans so prepaid or amended. No payment or Such prepayment premium fees in respect of Term B-5 Loans shall be due on account and payable upon the date of any payments such prepayment of Term B-5 Loans pursuant to Section 2.05(a)(i), Section 2.05(b)(iii) or prepayments made on the Stated Termination Date. (bSection 2.05(b)(vii) Any prepayment premium payable in accordance with this Section 4.2 shall be presumed to be equal or any amendment to the liquidated damages sustained by the Lenders as the result terms of the occurrence of the applicable prepayment event and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATIONTerm B-5 Loans constituting a Term B-5 Repricing Transaction. (c) The Borrower expressly agrees that: (i) such prepayment premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) such prepayment premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premium; (iv) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) such prepayment premium represents 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 such prepayment or event.

Prepayment Premium. (a) In the event that (i) the Borrower makes all or any prepayment or repayment portion of the Term Loans (excluding (A) is repaid or prepaid as a result of any First Amendment Acquisition Prepayment, (B) any voluntary prepayment or repayment made pursuant to Section 4.3(a) or Section 4.3(c)(ii) (in respect of any Cure Amount) and (C) required amortization payments under Section 4.1) or (ii) the Term Loans are accelerated for any reason (including in connection with the commencement of any Insolvency Proceeding)mandatory prepayment, the Borrower shall pay to the Agent, for the ratable account of each of the applicable Lenders, a fee in an amount equal to (1) a prepayment premium of 3.00% (or, in the case of but excluding any prepayment made pursuant to Section 4.3(cSections 2.05(b)(i), (b)(ii) (including, for the avoidance of doubt, prepayments made in respect connection with the 2024 Sale and Leaseback Transaction and any other Disposition consummated after the Amendment No. 3 Effective Date and before June 30, 2024, the proceeds of the IPO Prepaymentwhich are greater than $5,000,000) and (b)(iv), 2.00%) of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring on or prior to the third anniversary of the Closing Date, such repayments, prepayments or required assignments shall be made at (A) an amount equal to the Make-Whole Amount, if such repayment, prepayment or required assignment occurs on or prior to the first anniversary of the Closing Date, (2B) a prepayment premium of 2.002.0% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on prepaid as of the date of such accelerationrepayment, as the case may beprepayment or required assignment, in the case of if such prepayments repayment, prepayment or repayments, or such acceleration, occurring required assignment occurs after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, Date and (3C) a prepayment premium of 1.001.0% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of prepaid, if such accelerationrepayment, as the case may be, in the case of such prepayments prepayment or repayments, or such acceleration, occurring required assignment occurs after the second anniversary of the Closing Date but on or prior to the Stated Termination third anniversary of the Closing Date (the foregoing premiums (including the Make-Whole Amount), the “Prepayment Premium”). No Prepayment Premium will be applicable on any portion of the Term Loan repaid or prepayment, but excluding any prepayment made pursuant to Sections 2.05(b)(i), (b)(ii) and (b)(iv), after the third anniversary of the Closing Date. No payment If the Term Loans are accelerated or otherwise become due prior to their maturity date, in each case (including upon the occurrence of a bankruptcy or insolvency event of default or the acceleration of claims by operation of law), the amount of principal of and premium on the Term Loans that becomes due and payable shall equal 100.0% of the principal amount of the Term Loans plus the Prepayment Premium in effect on the date of such acceleration or such other prior due date, as if such acceleration or other occurrence were a voluntary prepayment premium shall of the Term Loans accelerated or otherwise becoming due. Without limiting the generality of the foregoing, it is understood and agreed that if the Loans are accelerated or otherwise become due prior to the Maturity Date, in each case (including upon the occurrence of a bankruptcy or insolvency event of default or the acceleration of claims by operation of law), the Prepayment Premium applicable with respect to a voluntary prepayment of the Term Loans will also be due on account of any payments or prepayments made and payable on the Stated Termination Date. (b) date of such acceleration or such other prior due date as though the Term Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Xxxxxx’s loss as a result thereof. Any prepayment premium Prepayment Premium payable in accordance with this Section 4.2 above shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the applicable prepayment event each Lender and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. (c) . The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (iA) such prepayment premium the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; , (iiB) such prepayment premium the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; , (iiiC) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premium; the Prepayment Premium and (ivD) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) such prepayment premium represents 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 such prepayment or event.

Prepayment Premium. (a) In the event that (i) the Borrower makes all or any prepayment or repayment portion of the Term Loans (excluding (A) any First Amendment Acquisition Prepayment, (B) any prepayment is repaid or repayment made pursuant to Section 4.3(a) or Section 4.3(c)(ii) (in respect of any Cure Amount) and (C) required amortization payments under Section 4.1) or (ii) the Term Loans are accelerated prepaid for any reason (including as a result of any mandatory prepayments, voluntary prepayments, payments made following acceleration of the Loans or after an Event of Default but excluding payments of the purchase price in connection with the commencement of any Insolvency Proceeding), the Borrower shall pay to the Agent, for the ratable account of each an assignment of the applicable Lenders, a fee in an amount equal to (1) a prepayment premium of 3.00% (or, in the case of any prepayment Loans made pursuant to Section 4.3(c) in respect of the IPO Prepayment2.20(b)), 2.00%) of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring on or prior to first the second anniversary of the Closing Date, such repayments or prepayments will be made together with a premium equal to (2A) a 3.00% of the amount repaid or prepaid, if such repayment or prepayment premium occurs on or prior to the first anniversary of the Closing Date and (B) 2.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of prepaid, if such acceleration, as the case may be, in the case of such prepayments repayment or repayments, or such acceleration, occurring prepayment occurs after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing DateDate (the foregoing premiums, the “Prepayment Premium”); provided that the Prepayment Premium shall not apply to (1) scheduled amortization Installment payments made by Borrower pursuant to Section 2.8, (2) mandatory prepayments made pursuant to Section 2.10(a) in any Fiscal Year in an aggregate amount not to exceed $10.0 million for such Fiscal Year, (3) mandatory prepayments made pursuant to Section 2.10(b), (4) mandatory prepayments by Borrower pursuant to Sections 2.10(e), (5) mandatory prepayments made pursuant to Section 2.10(f), and (36) mandatory prepayments made pursuant to Section 2.10(g). If the Loans are accelerated or otherwise become due prior to their maturity date, in each case, as a prepayment result of an Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the amount of principal of and premium of 1.00on the Loans that becomes due and payable shall equal 100% of the principal amount of Term the Loans (x) being prepaid or repaid or (y) outstanding plus the Prepayment Premium in effect on the date of such accelerationacceleration or such other prior due date, as the case may be, in the case of if such prepayments acceleration or repayments, or such acceleration, occurring after the second anniversary other occurrence were a voluntary prepayment of the Closing Date but prior to Loans accelerated or otherwise becoming due. Without limiting the Stated Termination Date. No payment or prepayment premium shall be due on account of any payments or prepayments made on the Stated Termination Date. (b) Any prepayment premium payable in accordance with this Section 4.2 shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result generality of the occurrence of the applicable prepayment event and the Borrower agrees that foregoing, it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) The Borrower expressly agrees that: (i) such prepayment premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) such prepayment premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premium; (iv) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) such prepayment premium represents 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 such prepayment or event.understood

Prepayment Premium. Each voluntary reduction of the Revolving Commitment pursuant to Section 2.6, and (awithout duplication) In each prepayment of all or any portion of the event that (i) the Borrower makes any prepayment or repayment outstanding principal balance of the Term Loans made (excluding (Ai) from the proceeds of any First Amendment Acquisition Prepaymentrefinancing of the Liabilities, (Bii) any prepayment from Asset Sale Proceeds, (iii) from Equity Sale Proceeds (other than the issuance of Equity Interests as part of an employee stock incentive or repayment made pursuant to Section 4.3(a) or Section 4.3(c)(ii) (in respect benefit plan 28 approved by the board of any Cure Amount) and (C) required amortization payments under Section 4.1directors of Borrower) or (iiiv) from any other source of funds (other than revenue derived in the Term Loans are accelerated for any reason ordinary course of Borrower's business operations) shall be accompanied in each case by a prepayment premium (including in connection with the commencement of any Insolvency Proceeding), the Borrower shall pay "PREPAYMENT PREMIUM") paid to the Agent, Agent for the ratable account of each benefit of the applicable Lenders, a fee Lenders in an amount equal to: (a) if such Commitment reduction or prepayment is made at any time during the period from and including the Closing Date to (1) a prepayment premium of 3.00% (or, in and including the case of any prepayment made pursuant to Section 4.3(c) in respect of the IPO Prepayment, 2.00%) of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring on or prior to first anniversary of the Closing Date, (2) a prepayment premium of 2.001.5% of such prepayment or Commitment reduction; (b) if such Commitment reduction or prepayment is made at any time during the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring period from and after the first anniversary of the Closing Date but on or prior to through and including the second anniversary of the Closing Date, 1.0% of such prepayment or Commitment reduction; and (3c) a if such Commitment reduction or prepayment premium of 1.00% of is made at any time during the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring period from and after the second anniversary of the Closing Date but prior to through and including the Stated Termination Date. No payment or prepayment premium shall be due on account of any payments or prepayments made on the Stated Termination Date. (b) Any prepayment premium payable in accordance with this Section 4.2 shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result third anniversary of the occurrence of the applicable prepayment event and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) The Borrower expressly agrees that: (i) such prepayment premium is reasonable and is the product of an arm’s length transaction between sophisticated business peopleClosing Date, ably represented by counsel; (ii) such prepayment premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premium; (iv) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) such prepayment premium represents 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 0.5% of such prepayment or eventCommitment reduction; provided, however, that if, on or before December 31, 1998, such a Commitment reduction or prepayment is made from the proceeds of a sale of all or substantially all of the assets of the Company to an acquirer disclosed by Borrower to Agent in writing on or prior to the Closing Date and set forth on Schedule 2.8, then the Prepayment Premium with respect to such prepayment or reduction shall be an amount equal to 0.75% of such prepayment or Commitment Reduction; provided, further, that no Prepayment Premium shall be paid in connection with the Niemand Sale.

Prepayment Premium. (a) In the event that (i) the Borrower makes all or any prepayment or repayment portion of the Term Loans (excluding (A) any First Amendment Acquisition Prepayment, (B) any prepayment is repaid or repayment made pursuant to Section 4.3(a) or Section 4.3(c)(ii) (in respect of any Cure Amount) and (C) required amortization payments under Section 4.1) or (ii) the Term Loans are accelerated prepaid for any reason (including as a result of any mandatory prepayments, voluntary prepayments, payments made following acceleration of the Loans or after an Event of Default but excluding payments of the purchase price in connection with the commencement of any Insolvency Proceeding), the Borrower shall pay to the Agent, for the ratable account of each an assignment of the applicable Lenders, a fee in an amount equal to (1) a prepayment premium of 3.00% (or, in the case of any prepayment Loans made pursuant to Section 4.3(c2.20(b)) in respect prior to the fourth anniversary of the IPO PrepaymentClosing Date, 2.00%such repayments or prepayments will be made together with a premium equal to (i) 3.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on prepaid and accompanied by the Applicable Make-Whole Amount as of the date of such accelerationrepayment or prepayment, as the case may be, in the case of if such prepayments repayment or repayments, or such acceleration, occurring prepayment occurs on or prior to the first anniversary of the Closing Date, (2ii) a prepayment premium of 2.003.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding prepaid, if such repayment or prepayment occurs on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, and (3iii) a prepayment premium of 1.002.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding prepaid, if such repayment or prepayment occurs on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the second anniversary of the Closing Date but on or prior to the Stated Termination Date. No payment third anniversary of the Closing Date and (iv) 1.00% of the amount repaid or prepaid, if such repayment or prepayment occurs on or after the third anniversary of the Closing Date but on or prior to the fourth anniversary of the Closing Date (the foregoing premiums (including the Applicable Make-Whole Amount), the “Prepayment Premium”); provided that (A) the Prepayment Premium shall not apply to (1) scheduled amortization Installment payments made by Borrower pursuant to Section 2.8, (2) mandatory prepayments by Borrower pursuant to Section 2.10(b), Sections 2.10(e), 2.10(f) and 2.10(g) and (3) mandatory prepayments by Borrower pursuant to Section 2.10(a) that do not exceed $15,000,000 in the aggregate during the term of this Agreement and (B) it is understood and agreed that the Prepayment Premium shall apply to any prepayment of the Loans made with the proceeds of the Specified Properties. If the Loans are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the amount of principal of and premium on the Loans that becomes due and payable shall equal 100% of the principal amount of the Loans plus the Prepayment Premium in effect on the date of such acceleration or such other prior due date, as if such acceleration or other occurrence were a voluntary prepayment of the Loans accelerated or otherwise becoming due. Without limiting the generality of the foregoing, it is understood and agreed that if the Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to a voluntary prepayment of the Loans will also be due on account of any payments or prepayments made and payable on the Stated Termination Date. (b) date of such acceleration or such other prior due date as though the Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s loss as a result thereof. Any prepayment premium payable in accordance with this Section 4.2 above shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the applicable prepayment event each Lender and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. (c) . The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (iA) such prepayment premium the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (iiB) such prepayment premium the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iiiC) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premiumthe Prepayment Premium; and (ivD) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) such prepayment premium represents 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 such prepayment or event.

Prepayment Premium. (a) In the event that (i) the Borrower makes all or any prepayment or repayment portion of the Term Tranche 1 Loans are prepaid (excluding (Ax) any First Amendment Acquisition Prepayment, (B) any prepayment or repayment made pursuant to Section 4.3(a2.10(a), or (y) without duplication of amounts payable pursuant to clause (ii) below, pursuant to any foreclosure (whether by power of judicial proceeding or Section 4.3(c)(ii) (otherwise), deed in respect lieu of foreclosure, sale or other disposition of or realization upon any Collateral or any other satisfaction, release, restructuring, reorganization, defeasance or compromise of any Cure Amount) and Obligations in any insolvency or other similar proceeding (C) required amortization payments under Section 4.1) Debtor Relief Laws or otherwise), or (ii) automatically upon any acceleration of the Tranche 1 Term Loans are accelerated for (or any reason portion thereof) pursuant to Section 7.01 (including an automatic acceleration following any event with respect to any Borrower described in connection with Section 7.01(h) or (i)) (each of the commencement of any Insolvency Proceedingevents set forth in clauses (i) and (ii), the Borrower a “Prepayment Premium Trigger Event”), GEO shall pay to the Administrative Agent, for the ratable account of each of the applicable Tranche 1 Lenders, a fee in an amount equal to (1) a prepayment premium of 3.00% (oreach, a “Prepayment Premium”) in the case of any amount of, if such prepayment made pursuant to Section 4.3(cis made, (i) in respect of the IPO Prepayment, 2.00%) of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring on or prior to the first anniversary of the Closing Effective Date, the Make-Whole Amount (2) a prepayment premium which, for the avoidance of 2.00% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding doubt, shall be deemed earned on the date of such accelerationEffective Date and payable upon any optional prepayment), as the case may be, in the case of such prepayments (b) on or repayments, or such acceleration, occurring after the first anniversary of the Closing Effective Date but on or prior to the second anniversary of the Closing Effective Date, and (3) a prepayment premium of 1.003.00% of the aggregate principal amount of Term Loans the Tranche 1 Loan that is being so prepaid, (xc) being prepaid on or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the second anniversary of the Closing Effective Date but prior to the Stated Termination third anniversary of the Effective Date, 2.00% of the aggregate principal amount of the Tranche 1 Loan that is being so prepaid and (d) on or after the third anniversary of the Effective Date, 0.00%. No payment or prepayment premium Such amounts shall be deemed earned on the Effective Date and shall be due on account of any payments or prepayments made and payable on the Stated Termination Date. (b) Any prepayment premium payable in accordance with this Section 4.2 shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the applicable prepayment event and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) The Borrower expressly agrees that: (i) such prepayment premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) such prepayment premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay such prepayment premium; (iv) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) the Borrower’s agreement to such prepayment premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) such prepayment premium represents 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 date of such prepayment or eventprepayment.

Prepayment Premium. (ai) (i) In the event that (i) the Borrower makes all or any prepayment or repayment portion of the Term Loans is repaid or prepaid (excluding x) pursuant to Section 2.05(b), Section 2.05(c)(ii) (other than with respect to the Net Cash Proceeds of any Disposition which qualifies as a Permitted Disposition pursuant to clause (m) of the definition thereof) or Section 2.05(c)(iii) or following the acceleration of the Obligations for any reason, including acceleration in accordance with Section 9.01, including as a result of the commencement of an Insolvency Proceeding, prior to the third anniversary of the Effective Date, such repayments or prepayments will be made together with a premium equal to (A) any First Amendment Acquisition Prepayment5.0% of the amount repaid or prepaid, if such repayment or prepayment occurs on or prior to the first anniversary of the Effective Date, (B) any prepayment or repayment made pursuant to Section 4.3(a) or Section 4.3(c)(ii) (in respect of any Cure Amount) and (C) required amortization payments under Section 4.1) or (ii) the Term Loans are accelerated for any reason (including in connection with the commencement of any Insolvency Proceeding), the Borrower shall pay to the Agent, for the ratable account of each of the applicable Lenders, a fee in an amount equal to (1) a prepayment premium of 3.00% (or, in the case of any prepayment made pursuant to Section 4.3(c) in respect of the IPO Prepayment, 2.00%) of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring on or prior to first anniversary of the Closing Date, (2) a prepayment premium of 2.003.0% of the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on the date of prepaid, if such acceleration, as the case may be, in the case of such prepayments repayment or repayments, or such acceleration, occurring prepayment occurs after the first anniversary of the Closing Effective Date but on or prior to the second anniversary of the Closing Effective Date, (C) 2.0% of the amount repaid or prepaid, if such repayment or prepayment occurs after the second anniversary of the Effective Date but on or prior to the third anniversary of the Effective Date and (3D) 0.0% of the amount repaid or prepaid, if such repayment or prepayment occurs after the third anniversary of the Effective Date or, (y) pursuant to Section 2.05(c)(ii), but solely with respect to the Net Cash Proceeds of any Disposition which qualifies as a Permitted Disposition pursuant to clause (m) of the definition thereof, prior to the third anniversary of the Effective Date, such prepayments will be made together with a premium equal to (A) 2.0% of the amount prepaid, if such prepayment occurs on or prior to the first anniversary of the Effective Date, (B) 1.5% of the amount prepaid, if such prepayment occurs after the first anniversary of the Effective Date but on or prior to the second anniversary of the Effective Date, (C) 1.0% of the amount prepaid, if such repayment or prepayment occurs after the second anniversary of the Effective Date but on or prior to the third anniversary of the Effective Date and (D) 0.0% of the amount prepaid, if such prepayment occurs after the third anniversary of the Effective Date. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries (the foregoing premiums in each of clauses (x) and (y), the “Prepayment Premium”). If the Loans are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default (including upon the occurrence of an Insolvency Proceeding (including the acceleration of claims by operation of law)), the amount of principal of and premium of 1.00on the Loans that becomes due and payable shall equal 100% of the principal amount of Term the Loans (x) being prepaid or repaid or (y) outstanding plus the Prepayment Premium in effect on the date of such accelerationacceleration or such other prior due date, as the case may be, in the case of if such prepayments acceleration or repayments, or such acceleration, occurring after the second anniversary other occurrence were a voluntary prepayment of the Closing Date but prior to the Stated Termination DateLoans accelerated or otherwise becoming due. No payment or prepayment premium shall be due on account of any payments or prepayments made on the Stated Termination Date. (b) Any prepayment premium payable in accordance with this Section 4.2 above shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the applicable prepayment event each Lender and the Borrower agrees Loan Parties agree that it is reasonable under the circumstances currently existing. THE BORROWER LOAN PARTIES EXPRESSLY WAIVES WAIVE (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. (cii) The Borrower Loan Parties expressly agrees agree (to the fullest extent they may lawfully do so) that: (iA) such prepayment premium the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (iiB) such prepayment premium the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iiiC) there has been a course of conduct between the Lenders and the Borrower Loan Parties giving specific consideration in this transaction for such agreement to pay such prepayment premiumthe Prepayment Premium; (ivD) the Borrower Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (vE) the Borrower’s their agreement to such prepayment premium pay the Prepayment Premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (viF) such prepayment premium the Prepayment Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Lenders as a result Agents and the Lenders. (iii) Nothing contained in this Section 2.06(a) shall permit any prepayment of such prepayment the Loans or eventreduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.