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.

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 and payable on the 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 premium payable above shall be due on account presumed to be the liquidated damages sustained by 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 PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of any payments or prepayments made on an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Stated Termination DatePrepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph.

Prepayment Premium. (a) In the event that (i) the Borrower makes Upon any voluntary prepayment or repayment of the Term Loans (excluding (A) any First Amendment Acquisition Prepaymentin whole or in part, (B) any prepayment or repayment made including pursuant to Section 4.3(aa refinancing thereof) at any time on or Section 4.3(c)(ii) (in respect prior to the first anniversary of the Restatement Date with the proceeds 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)Repricing Transaction, the Borrower shall pay to the Agent, for the ratable account of each of the applicable Lenders, a fee in an amount premium equal to (1) a prepayment premium of 3.001.00% (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 any portion of such Loans optionally prepaid. Upon any voluntary prepayment of the Loans (xincluding, for the avoidance of doubt, any Initial Loans, Term B-2 Loans or Term B-3 Loans) being prepaid (in whole or repaid or (yin part, including pursuant to a refinancing thereof) outstanding on at any time 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 Amendment No. 2 Effective Date and prior to the first anniversary of the Amendment No. 2 Effective Date with the proceeds of any Repricing Transaction, Borrower shall pay a premium equal to 1.00% of the principal amount of any portion of such Loans optionally prepaid. Upon any voluntary prepayment of the Term B-4 Loans (in whole or in part, including pursuant to a refinancing thereof) or mandatory prepayments pursuant to Sections 2.03(c) or 2.03(j)(i) (other than with respect to Restricted Payments (as defined in the IntermediateCo Unsecured Guarantee) funded from net cash proceeds of Asset Sales (as defined in the IntermediateCo Unsecured Guarantee, but without giving effect to the minimum dollar threshold in clause (c) in the definition thereof) by IntermediateCo and its Subsidiaries) at any time after the Term B-4 Closing Date and prior to the date that is one and one-half years after the Term B-4 Closing Date, Borrower shall pay a premium equal to the Applicable Premium of the principal amount of any portion of the Term B-4 Loans prepaid, (2ii) from the one and one-half year anniversary of the Term B-4 Closing Date but prior to the two and one-half year anniversary of the Term B-4 Closing Date, Borrower shall pay a prepayment premium of equal to 2.00% of the principal amount of any portion of the Term B-4 Loans optionally prepaid (xincluding pursuant to a refinancing thereof) being prepaid or repaid or any mandatory prepayment pursuant to Sections 2.03(c) and 2.03(j)(i) (y) outstanding on the date of such acceleration, other than with respect to Restricted Payments (as the case may be, defined in the case IntermediateCo Unsecured Guarantee) funded from net cash proceeds of such prepayments or repaymentsAsset Sales (as defined in the IntermediateCo Unsecured Guarantee, or such acceleration, occurring after but without giving effect to the first minimum dollar threshold in clause (c) in the definition thereof) by IntermediateCo and its Subsidiaries) and (iii) from the two and one-half year anniversary of the Term B-4 Closing Date but on or prior to the second three and one-half year anniversary of the Term B-4 Closing Date, and (3) Borrower shall pay a prepayment premium of equal to 1.00% of the principal amount of any portion of the Term B-4 Loans optionally prepaid (xincluding pursuant to a refinancing thereof) being prepaid or repaid or any mandatory prepayment pursuant to Sections 2.03(c) and 2.03(j)(i) (y) outstanding on the date of such acceleration, other than with respect to Restricted Payments (as the case may be, defined in the case IntermediateCo Unsecured Guarantee) funded from net cash proceeds of such prepayments or repaymentsAsset Sales (as defined in the IntermediateCo Unsecured Guarantee, or such acceleration, occurring after the second anniversary of the Closing Date but prior without giving effect to the Stated Termination Date. No payment or prepayment premium shall be due on account of any payments or prepayments made on minimum dollar threshold in clause (c) in the Stated Termination Datedefinition thereof) by IntermediateCo and its Subsidiaries).

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.

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.

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 Date, 0.00% of the aggregate principal amount of the Initial Term Loans being so repaid or prepaid. Any prepayment premium payable in accordance herewith shall be presumed to be equal to the Stated Termination Date. No payment liquidated damages sustained by the Lenders as a result of the applicable repayment or prepayment premium shall be due on account event, and the Loan Parties agree that it is reasonable under the circumstances, the product of any payments or prepayments made on an arm’s length transaction between sophisticated business people, ably represented by counsel, and a material inducement to the Stated Termination DateLenders to make the Initial Term Loans.

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 third year anniversary of the Closing Date (any such prepayment premium 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 binding on Borrower and all Lenders, absent manifest error. For purposes of clarification, the parties hereto acknowledge that any prepayment premium due on account 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 treated as a Change in Control for purposes of any payments or prepayments made on the Stated Termination Dateforegoing 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 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 a reasonable calculation of each Lender’s loss as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by 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 PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (to the Stated Termination Date. No payment or prepayment premium fullest extent it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be due on account payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of any payments or prepayments made on conduct between the Stated Termination DateLenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph.

Prepayment Premium. (a1) In (A) 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 (x) being prepaid or repaid or (y) outstanding on the date of such accelerationand/or, 2022 Incremental Term Loans and/or C2 Incremental Term Loans, as the case may beapplicable, so subject to such Repricing Transaction and (b) in the case of such prepayments or repayments, or such acceleration, occurring after a Repricing Transaction within the second anniversary 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 but 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 other modification that are subject to such Repricing Transaction; provided that the Stated Termination Date. No payment 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 prepayment other modification to this Agreement that reduces or modifies the premium shall be due on account of any payments or prepayments made on the Stated Termination Datereferred to above.

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 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 Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Lender Group, Borrowers shall pay to the Agent, for in cash, the ratable account of each Applicable Prepayment Premium, measured as of the applicable Lendersdate of such termination. For purposes of this section, a fee in “Applicable Prepayment Premium” means, as of any date of determination, an amount equal to (1a) a prepayment premium of 3.00% (or, in during 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 period from and after the date of such acceleration, as the case may be, in execution and delivery of the case of such prepayments or repayments, or such acceleration, occurring on or prior Agreement up to (but not including) the date that is the first anniversary of the Closing Date, 3% times the Maximum Credit Amount, (2b) a prepayment premium of 2.00% of during the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on period from and including the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after that is the first anniversary of the Closing Date up to (but on or prior to not including) the date that is the second anniversary of the Closing Date, 2% times the Maximum Credit Amount, and (3c) a prepayment premium of 1.00% of during the principal amount of Term Loans (x) being prepaid or repaid or (y) outstanding on period from and including the date of such acceleration, as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after that is the second anniversary of the Closing Date up to (but not including) the date that is 90 days prior to the Stated Termination Maturity Date, 1% times the Maximum Credit Amount. No payment 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 prepayment premium shall be due on account termination is the 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 payments Borrower to a Person that is not an Affiliate of any Borrower or prepayments made on any Subsidiary of any Borrower and such termination and repayment occurs within 60 days of the Stated Termination Daterelevant subordinated debt or equity 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. (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 and payable on the 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 premium payable above shall be due on account presumed to be the liquidated damages sustained by 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 PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of any payments or prepayments made on an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Stated Termination DatePrepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this 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) 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 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 and payable on the 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 payable above shall be due on account presumed to be the liquidated damages sustained by 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 PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of any payments or prepayments made on an arm’s length transaction between sophisticated business people, ably represented by counsel, (B) the Stated Termination DatePrepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (C) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph.

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.

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 of the Loans will also be due and payable on the 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 payable above shall be due on account presumed to be the liquidated damages sustained by 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 PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of any payments or prepayments made on an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Stated Termination DatePrepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this 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 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 PrepaymentSecond Amendment Effective Date, 2.00%such repayments or prepayments will 7 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 Second Amendment Effective Date, (2ii) 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 Second Amendment Effective Date but on or prior to the second anniversary of the Closing Second Amendment Effective Date, (iii) 2.00% of the amount repaid or prepaid, if such repayment or prepayment occurs after the second anniversary of the Second Amendment Effective Date but on or prior to the third anniversary of the Second Amendment Effective Date and (iv) 1.00% of the amount repaid or prepaid, if such repayment or prepayment occurs after the third anniversary of the Second Amendment Effective Date but on or prior to the fourth anniversary of the Second Amendment Effective 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 Sections 2.10(a) and 2.10(c) not exceeding $15,000,000 in the aggregate prior to the Third Amendment Effective Date, (B) in the case of mandatory prepayments by Borrower with the Net Asset Sale Proceeds of a prepayment 2019 Leaseback Transaction pursuant to Section 2.10(c) made prior to the Third Amendment Effective Date, the Applicable Make-Whole Amount component of the Prepayment Premium shall not apply and such prepayments will be made together with a premium equal to 3.00% of 1.00the amount prepaid in lieu of any other Prepayment Premium (except to the extent permitted by the immediately preceding clause (A)(3)), (C) in the case of prepayments of the Loans made with the proceeds of the Specified Properties made on or prior to the first anniversary of the Second Amendment Effective Date, (1) for the first $25,000,000 of such prepayments of the Loans, the Applicable Make-Whole Amount component of the Prepayment Premium shall not apply and such prepayments will be made together with a premium equal to 3.00% of the amount prepaid in lieu of any other Prepayment Premium, and (2) for such prepayments of the Loans in excess of the amount specified in the 8 immediately preceding sub-clause (1), the Prepayment Premium (including the Applicable Make-Whole Amount component thereof) shall apply, and (D) for the first $50,925,000 of voluntary prepayments of the Loans under Section 2.9 and/or mandatory prepayments of the Loans under Section 2.10(a) or 2.10(c) made by Borrower during the period commencing on the Third Amendment Effective Date and ending on January 31, 2020, the Applicable Make-Whole Amount component of the Prepayment Premium shall not apply to such prepayments and such prepayments will be made together with a premium equal to 3.00% of the amount prepaid in lieu of any other 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 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 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 a reasonable calculation of each Lender’s loss as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by 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 PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (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.fullest extent it may lawfully do 9

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 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 and payable on the 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 payable above shall be due on account presumed to be the liquidated damages sustained by 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 PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of any payments or prepayments made on an arm’s length transaction between sophisticated business people, ably represented by counsel, (B) the Stated Termination DatePrepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (C) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph.

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 Any premium payable above shall be due on account of any payments or prepayments made on presumed to be the Stated Termination Dateliquidated damages sustained by each Lender and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY 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 PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION.

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 of the Loans will also be due and payable as though the Loans were voluntarily prepaid 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 premium payable above shall be due on account presumed to be the liquidated damages sustained by each Lender as the result of any payments or prepayments made on the Stated Termination Dateearly prepayment 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 PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph.

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 Any premium payable above shall be due on account of any payments or prepayments made on presumed to be the Stated Termination Dateliquidated damages sustained by each Lender and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY 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 PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION.

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 generality of any payments or prepayments made on the Stated Termination Date.foregoing, it is 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 through and including the third anniversary of the Closing Date, 0.5% of such prepayment or Commitment 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 Stated Termination Date. No payment Closing Date and set forth on Schedule 2.8, then the Prepayment Premium with respect to such prepayment or prepayment premium reduction shall be due on account an amount equal to 0.75% of any payments such prepayment or prepayments made on Commitment Reduction; provided, further, that no Prepayment Premium shall be paid in connection with the Stated Termination DateNiemand 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) 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 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 and payable on the 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 payable above shall be due on account presumed to be the liquidated damages sustained by 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 PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of any payments or prepayments made on an arm’s length transaction between sophisticated business people, ably represented by counsel, (B) the Stated Termination DatePrepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (C) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph.

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 the Loans required to be prepaid pursuant to Section 2.06(b) so long as (i) the Dispositions of property were in conjunction with the retirement of such property in the ordinary course of business and (ii) the aggregate value of such 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 pursuant to this Section 2.06(e) in connection with any payments such prepayment, refinancing, substitution or prepayments made on replacement, other than LIBOR funding breakage costs, if any, as required under the Stated Termination Dateterms of this Agreement.

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.

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 paid to the Lender being replaced at the time of any payments or prepayments made on replacement, subject to the Stated Termination Datelimitations set forth in Section 10.9(f).

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 Datedate of such prepayment.

Prepayment Premium. (a) In the event that the Cash Collateral Reimbursement Obligations or Delayed Draw Term Loans are prepaid (iwhether voluntarily or mandatorily by Borrowers, whether automatically and/or at the election of Agent or Required Cash Collateral Providers upon the occurrence or during the continuance of any Event of Default (including upon acceleration, which acceleration shall be deemed to be prepayment of the Advances accelerated or otherwise becoming due), or otherwise, and, for the avoidance of doubt, with respect to Cash Collateral Reimbursement Obligations, the terms “prepayment” and “prepay” shall include cash collateralizing the Agent or providing substitute cash collateral to the Issuer, in each case in respect of Cash Collateral Reimbursement Obligations, in accordance with the terms of the Related L/C Facility Agreement and the Cash Collateral Agreement) in part or in whole prior to the Borrower makes any prepayment or repayment last day 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 the date 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 Proceedingsuch prepayment, a “Prepayment Date”), the Borrower Borrowers shall pay to the Agent, for the ratable account benefit of each of the applicable LendersCash Collateral Providers, a prepayment fee (the “Prepayment Premium”) on each such Prepayment Date in an amount equal to (1) a prepayment premium of 3.00% (or, in if the case of any prepayment made pursuant applicable Prepayment Date occurs on or after the Closing Date but prior 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 immediately preceding 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, an amount equal to two and a quarter percent (2.25%) of the amount prepaid, (2) a prepayment premium of 2.00% of if the principal amount of Term Loans (x) being prepaid applicable Prepayment Date 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 or on the date immediately preceding the second anniversary of the Closing Date, and an amount equal to two percent (2.00%) of the amount prepaid, (3) a prepayment premium of 1.00% of if the principal amount of Term Loans (x) being prepaid applicable Prepayment Date 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 or on the Stated Termination date immediately preceding the third anniversary of the Closing Date. No payment , an amount equal to one and a quarter percent (1.25%) of the amount prepaid, and (4) if the applicable Prepayment Date occurs on or prepayment premium after the third anniversary of the Closing Date, zero ($0), which such fee shall be will be due on account and payable and fully-earned and non-refundable immediately upon the occurrence of any payments each such prepayment event described above and shall constitute part of the Obligations for all purposes herein at all times from and thereafter. EACH OF THE LOAN PARTIES EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE APPLICABLE LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF ANY SUCH PREPAYMENT PREMIUM PURSUANT TO THE TERMS HEREOF IN CONNECTION WITH ANY PAYMENT INCLUDING UPON ACCELERATION OR FORECLOSURE, IF APPLICABLE. The Loan Parties expressly agree that (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (B) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (C) there has been a course of conduct between Cash Collateral Providers and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Prepayment Premium, (D) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 3.4, (E) the Loan Parties’ agreement to pay the Prepayment Premium is a material inducement to the Cash Collateral Providers’ agreement to provide the Commitments and make the Advances provided for herein, and (F) the Prepayment Premium represents a good faith, reasonable estimate and calculation of the lost profits or prepayments made on damages of the Stated Termination DateCash Collateral Providers and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Cash Collateral Providers or profits lost by the Cash Collateral Providers as a result of such prepayment.

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 Obligations, in view of Term Loans (x) being prepaid or repaid or (y) outstanding on the date impracticability and extreme difficulty of such acceleration, 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 premium payable above shall be presumed to be the liquidated damages sustained by each Lender as the case may be, in the case of such prepayments or repayments, or such acceleration, occurring after the first anniversary result of the Closing Date but on or prior early prepayment 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 PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (to the second anniversary fullest extent it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Closing Date, Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (3D) 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 Borrower shall be due on account of any payments or prepayments made on the Stated Termination Dateestopped hereafter from claiming differently than as agreed to in this paragraph.