Common use of Prepayment Premiums Clause in Contracts

Prepayment Premiums. (i) If (x) the Borrower repays the Term Loan (other than any Incremental Term Loans) in any amount and for any reason (including, without limitation, (1) voluntary prepayments pursuant to Section 2.5, (2) foreclosure and sale of, or collection of, the Collateral, (3) sale of the Collateral in any Insolvency Proceeding, (4) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding or (5) any mandatory prepayment pursuant to Section 2.6(c)(i), (ii), (iii) or (iv)), other than pursuant to a mandatory prepayment required by Section 2.6(c)(v) or a Scheduled Amortization Payment, or (y) the maturity of the Term Loan (other than any Incremental Term Loans) shall be accelerated, then there shall become due and payable a prepayment premium calculated as follows: (A) if any such repayment or acceleration occurs after the Sixth Amendment Effective Date but on or prior to the twenty-four (24) month anniversary of the Sixth Amendment Effective Date (the “Make Whole Period”), the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, in an amount equal to the Make Whole Amount plus three percent (3.00%) of the principal amount of the Term Loan (other than any Incremental Term Loan) repaid or accelerated at such time; (B) if any such repayment or acceleration occurs after the twenty-four (24) month anniversary of the Sixth Amendment Effective Date but on or prior to the thirty-six (36) month anniversary of the Sixth Amendment Effective Date, the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, equal to two percent (2.00%) of the principal amount of the Term Loan (other than any Incremental Term Loan) repaid or accelerated at such time; and (C) if any such repayment or acceleration occurs after the thirty-six (36) month anniversary of the Sixth Amendment Effective Date but on or prior to the forty-eight (48) month anniversary of the Sixth Amendment Effective Date, the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, equal to one percent (1.00%) of the principal amount of the Term Loan (other than any Incremental Term Loan) repaid or accelerated at such time. (ii) If (x) the Borrower repays any Incremental Term Loans in any amount and for any reason (including, without limitation, (1) voluntary prepayments pursuant to Section 2.5, (2) foreclosure and sale of, or collection of, the Collateral, (3) sale of the Collateral in any Insolvency Proceeding, (4) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding or (5) any mandatory prepayment pursuant to Section 2.6(c)(i), (ii), (iii) or (iv)), other than pursuant to a mandatory prepayment required by Section 2.6(c)(v) or a Scheduled Amortization Payment, or (y) the maturity of the Incremental Term Loan shall be accelerated, then there shall become due and payable a prepayment premium calculated as follows: (A) if any such repayment or acceleration occurs after the Incremental Closing Date but on or prior to the twenty-four (24) month anniversary of the Incremental Closing Date (the “Incremental MW Period”), the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, in an amount equal to the Make Whole Amount plus three percent (3.00%) of the principal amount of the Incremental Term Loan repaid or accelerated at such time; (B) if any such repayment or acceleration occurs after the twenty-four (24) month anniversary of the Incremental Closing Date but on or prior to the thirty-six (36) month anniversary of the Incremental Closing Date, the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, equal to two percent (2.00%) of the principal amount of the Incremental Term Loan repaid or accelerated at such time; and (C) if any such repayment or acceleration occurs after the thirty-six (36) month anniversary of the Incremental Closing Date but on or prior to the forty-eight (48) month anniversary of the Incremental Closing Date, the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, equal to one percent (1.00%) of the principal amount of the Incremental Term Loan repaid or accelerated at such time. (iii) The Borrower Parties agree that the prepayment premiums required under this Section 2.4(a) are a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from a voluntary prepayment and/or an early repayment of the Term Loan. All prepayment premiums under this Section 2.4(a) shall be in addition to all other amounts which may be due to any member of the Lender Group from time to time pursuant to the terms of this Agreement and the other Loan Documents. All of the Loans are subject to the prepayment premiums set forth in this Section 2.4(a) and the payment of one prepayment premium shall not excuse or reduce the payment of a prepayment premium on any subsequent repayment or acceleration.

Prepayment Premiums. (ia) If (x) Upon the Borrower repays occurrence of any prepayment of all or a portion of the Term Loan (other than any Incremental Term Loans) in any amount and for any reason (including, without limitation, (1) voluntary prepayments principal of the Loans pursuant to Sections 4.01 or as a result of an acceleration of the Loans pursuant to Section 2.59 (or upon the occurrence of any prepayment of all or a portion of the principal of the Loans pursuant to 4.02, (2) foreclosure but solely to the extent that the action giving rise to such prepayment constitutes a Default hereunder), then, in addition to the payment of the principal amount of the Loans, accrued and sale ofunpaid interest, or collection ofand Fees, the Collateral, (3) sale of Borrowers shall pay the Collateral in any Insolvency Proceeding, (4) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding or (5) any mandatory prepayment pursuant to Section 2.6(c)(i), (ii), (iii) or (iv)), other than pursuant to a mandatory prepayment required by Section 2.6(c)(v) or a Scheduled Amortization Payment, or (y) the maturity of the Term Loan (other than any Incremental Term Loans) shall be accelerated, then there shall become due and payable a following prepayment premium calculated as follows(each a “Prepayment Premium”) to the Lenders: (Ai) if any such repayment or acceleration prepayment occurs after the Sixth Amendment Effective Funding Date but on or prior to the twenty-four (24) month second year anniversary of the Sixth Amendment Effective Funding Date (the “Make Whole Period”), the Borrower Borrowers shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, in an amount premium equal to the sum of (x) five percent (5.00%) of the principal amount of the Loan prepaid at such time plus (y) the amount which causes the Lender’s return on the Loan prepaid at such time to equal the full amount of interest that would otherwise have been payable in respect of the Loan if such Loan had remained outstanding during the entire Make Whole Amount Period, and which shall in each case be calculated by the Lender in its discretion, utilizing a discount rate on such stream of principal and interest payments equal to the Treasury Rate plus 50 basis points; provided that under no circumstances shall such Prepayment Premium apply to any Scheduled Repayment; (ii) if any such prepayment occurs after the second year anniversary of the Funding Date but prior to or on the third year anniversary of the Funding Date, the Borrowers shall pay the Lenders a prepayment premium equal to five percent (5.00%) of the principal amount of the Loans prepaid at such time; provided that under no circumstances shall such Prepayment Premium apply to any Scheduled Repayment; (iii) if any such prepayment occurs after the third year anniversary of the Funding Date, the Borrowers shall pay the Lenders a prepayment premium equal to three percent (3.00%) of the principal amount of the Term Loan (other than any Incremental Term Loan) repaid or accelerated at such time; (B) if any such repayment or acceleration occurs after the twenty-four (24) month anniversary of the Sixth Amendment Effective Date but on or prior to the thirty-six (36) month anniversary of the Sixth Amendment Effective Date, the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, equal to two percent (2.00%) of the principal amount of the Term Loan (other than any Incremental Term Loan) repaid or accelerated Loans prepaid at such time; and (C) if provided that under no circumstances shall such Prepayment Premium apply to any such Scheduled Repayment. In addition, notwithstanding anything herein to the contrary, the Prepayment Premium shall not apply to any repayment or acceleration occurs of Loans on and after the thirty-six (36) month anniversary of the Sixth Amendment Effective Date but on or prior to the forty-eight (48) month anniversary of the Sixth Amendment Effective Maturity Date, the Borrower unless a Default shall pay the Administrative Agent, for the account have occurred and be continuing as of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, equal to one percent (1.00%) of the principal amount of the Term Loan (other than any Incremental Term Loan) repaid or accelerated at such timedate. (ii) If (x) the Borrower repays any Incremental Term Loans in any amount and for any reason (including, without limitation, (1) voluntary prepayments pursuant to Section 2.5, (2) foreclosure and sale of, or collection of, the Collateral, (3) sale of the Collateral in any Insolvency Proceeding, (4) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding or (5) any mandatory prepayment pursuant to Section 2.6(c)(i), (ii), (iii) or (iv)), other than pursuant to a mandatory prepayment required by Section 2.6(c)(v) or a Scheduled Amortization Payment, or (y) the maturity of the Incremental Term Loan shall be accelerated, then there shall become due and payable a prepayment premium calculated as follows: (A) if any such repayment or acceleration occurs after the Incremental Closing Date but on or prior to the twenty-four (24) month anniversary of the Incremental Closing Date (the “Incremental MW Period”), the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, in an amount equal to the Make Whole Amount plus three percent (3.00%) of the principal amount of the Incremental Term Loan repaid or accelerated at such time; (B) if any such repayment or acceleration occurs after the twenty-four (24) month anniversary of the Incremental Closing Date but on or prior to the thirty-six (36) month anniversary of the Incremental Closing Date, the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, equal to two percent (2.00%) of the principal amount of the Incremental Term Loan repaid or accelerated at such time; and (C) if any such repayment or acceleration occurs after the thirty-six (36) month anniversary of the Incremental Closing Date but on or prior to the forty-eight (48) month anniversary of the Incremental Closing Date, the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, equal to one percent (1.00%) of the principal amount of the Incremental Term Loan repaid or accelerated at such time. (iiib) The Borrower Parties Borrowers agree that the prepayment premiums Prepayment Premiums required under this Section 2.4(a3.02(a) are a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from a voluntary prepayment and/or an early repayment of the Term Loan. All prepayment premiums Prepayment Premiums under this Section 2.4(a) 3.02 shall be in addition to all other amounts which may be due to any member of the Lender Group Lenders from time to time pursuant to the terms of this Agreement and the other Loan Credit Documents. All of the Loans are shall be subject to the prepayment premiums Prepayment Premiums set forth in this Section 2.4(a) 3.02 and the payment of one prepayment premium Prepayment Premium on a portion of the Loans shall not excuse or reduce the payment prepayment of a prepayment premium Prepayment Premium on any subsequent repayment or accelerationprepayment of the Loans.

Prepayment Premiums. (ia) If (x) Upon the Borrower repays occurrence of any prepayment of all or a portion of the principal of the Term Loan (other than any Incremental Term Loans) in any amount and for any reason (including, without limitation, (1) voluntary prepayments Loans pursuant to Section 2.5, 6.01 (2whether or not a Default exists) foreclosure and sale of, or collection of, the Collateral, (3) sale repayment of or a distribution in respect of the Collateral in any Insolvency Proceeding, (4) the restructure, reorganization, Term Loans following acceleration thereof pursuant to Section 12 or compromise applicable provisions of the Obligations by the confirmation of a plan of reorganization Bankruptcy Code or any other plan applicable insolvency laws or such amount otherwise becoming or being declared immediately due and payable pursuant to the terms hereof as a result of compromise, restructure, an Event of Default occurring (or arrangement in upon the occurrence of any Insolvency Proceeding prepayment of all or (5) any mandatory prepayment a portion of the principal of the Term Loans pursuant to Section 2.6(c)(i6.02(d) or (e), (iibut in each case solely to the extent that the action giving rise to such prepayment constitutes a Default hereunder), (iii) or (iv))then, other than pursuant to a mandatory prepayment required by Section 2.6(c)(v) or a Scheduled Amortization Payment, or (y) the maturity of the Term Loan (other than any Incremental Term Loans) shall be accelerated, then there shall become due and payable a prepayment premium calculated as follows: (A) if any such repayment or acceleration occurs after the Sixth Amendment Effective Date but on or prior in addition to the twenty-four (24) month anniversary of the Sixth Amendment Effective Date (the “Make Whole Period”), the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, in an amount equal to the Make Whole Amount plus three percent (3.00%) payment of the principal amount of the Term Loans, accrued and unpaid interest, and Fees, the Term Borrower shall pay the following prepayment premium (each a “Prepayment Premium”) to the Term Loan (other than any Incremental Term Loan) repaid or accelerated at such time;Lenders: (Bi) if any such prepayment or repayment or acceleration occurs after the twenty-four (24) month Closing Date but prior to or on the first anniversary of the Sixth Amendment Effective Closing Date but on or prior to (the thirty-six (36) month anniversary of the Sixth Amendment Effective Date“First Period”), the Term Borrower shall pay the Administrative Agent, for the account of the Term Loan Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, Prepayment Premium equal to two percent (2.00%) 3.00% of the principal amount of the Term Loan (other than any Incremental Term Loan) Loans prepaid or repaid or accelerated at such time; and; (Cii) if any such prepayment or repayment or acceleration occurs after the thirty-six (36) month First Period but prior to or on the second anniversary of the Sixth Amendment Effective Closing Date but on or prior to (the forty-eight (48) month anniversary of the Sixth Amendment Effective Date“Second Period”), the Term Borrower shall pay the Administrative Agent, for the account of the Term Loan Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, Prepayment Premium equal to one percent (1.00%) 2.00% of the principal amount of the Term Loan (other than any Incremental Term Loan) Loans prepaid or repaid or accelerated at such time.; (ii) If (x) the Borrower repays any Incremental Term Loans in any amount and for any reason (including, without limitation, (1) voluntary prepayments pursuant to Section 2.5, (2) foreclosure and sale of, or collection of, the Collateral, (3) sale of the Collateral in any Insolvency Proceeding, (4) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding or (5) any mandatory prepayment pursuant to Section 2.6(c)(i), (ii), (iii) or (iv)), other than pursuant to a mandatory prepayment required by Section 2.6(c)(v) or a Scheduled Amortization Payment, or (y) the maturity of the Incremental Term Loan shall be accelerated, then there shall become due and payable a prepayment premium calculated as follows: (A) if any such prepayment or repayment or acceleration occurs after the Incremental Closing Date Second Period but on or prior to or on the twenty-four (24) month third anniversary of the Incremental Closing Date (the “Incremental MW Third Period”), the Term Borrower shall pay the Administrative Agent, for the account of the Term Loan Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, in an amount Prepayment Premium equal to the Make Whole Amount plus three percent (3.00%) 1.00% of the principal amount of the Incremental Term Loan Loans prepaid or repaid or accelerated at such time;; or (Biv) if any such prepayment or repayment or acceleration occurs after the twenty-four Third Period, the Term Borrower shall not be obligated to pay any Prepayment Premium. (24b) month If 100% of the Revolving Loan Commitments are cancelled pursuant to Section 4.02 (whether or not a Default exists), Section 12 or applicable provisions of the Bankruptcy Code or any other applicable insolvency laws or such amount otherwise is declared immediately due and payable pursuant to the terms hereof as a result of an Event of Default occurring during the period after the Closing Date but prior to or on the first anniversary of the Incremental Closing Date but on or prior then, in addition to the thirty-six (36) month anniversary of the Incremental Closing Date, the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, equal to two percent (2.00%) payment of the principal amount of the Incremental Term Loan repaid or accelerated at such time; and (C) if any such repayment or acceleration occurs after the thirty-six (36) month anniversary of the Incremental Closing Date but on or prior to the forty-eight (48) month anniversary of the Incremental Closing DateRevolving Loans, accrued and unpaid interest, and Fees, the Revolving Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, Prepayment Premium to each Revolving Loan Lender equal to one percent (1.00%) % of the principal amount of the Incremental Term such Revolving Lender’s Revolving Loan repaid or accelerated at such timeCommitment. (iiic) The Borrower Parties agree that the prepayment premiums required All Prepayment Premiums under this Section 2.4(a) are a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from a voluntary prepayment and/or an early repayment of the Term Loan. All prepayment premiums under this Section 2.4(a) 5.01 shall be in addition to all other amounts which may be due to any member of the Lender Group Lenders from time to time pursuant to the terms of this Agreement and the other Loan Credit Documents. All of the Loans are shall be subject to the prepayment premiums Prepayment Premiums set forth in this Section 2.4(a) 5.01 and the payment of one prepayment premium Prepayment Premium on a portion of the Loans shall not excuse or reduce the payment of a prepayment premium on any subsequent prepayment or repayment of the Loans. (d) If the Obligations in respect of the Loans are accelerated for any reason or accelerationotherwise become due prior to their original maturity date, including because of default, sale or encumbrance (including that by operation of law or otherwise), the Prepayment Premium will also automatically be due and payable as though such indebtedness was voluntarily prepaid and all commitments cancelled 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, losses and other damages as a result thereof. Any Prepayment Premium payable above shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, acceleration or prepayment and each Borrower agrees that such Prepayment Premium is reasonable under the circumstances currently existing. The Prepayment Premium shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION, IN EACH CASE, TO THE MAXIMUM EXTENT SUCH WAIVER IS PERMITTED UNDER APPLICABLE LAW. The Credit Parties expressly agree that (i) the Prepayment Premium is reasonable and is the product of an arm’s-length transaction between sophisticated business people, ably represented by counsel, (ii) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Prepayment Premium, (iv) the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 5.01(d), (v) their agreement to pay the Prepayment Premium is a material inducement to the Lenders to make the Term Loans, and (vi) the Prepayment Premium represents a good faith, reasonable estimate and calculation of the lost profits, losses or other damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such event.

Prepayment Premiums. (i) If (x) the Borrower repays the Term Loan (other than any Incremental Term Loans) in any amount and for any reason (including, without limitation, (1) voluntary prepayments pursuant to Section 2.5, (2) foreclosure and sale of, or collection of, the Collateral, (3) sale of the Collateral in any Insolvency Proceeding, (4) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding or (5) any mandatory prepayment pursuant to Section 2.6(c)(i), (ii), (iii) or (iv)), other than pursuant to a mandatory prepayment required by Section 2.6(c)(v) or a Scheduled Amortization Payment, or (y) the maturity of the Term Loan (other than any Incremental Term Loans) shall be accelerated, then there shall become due and payable a prepayment premium calculated as follows: (A) if any such repayment or acceleration occurs after the Sixth Amendment Effective Date but on or prior to the twenty-four (24) month anniversary of the Sixth Amendment Effective Date (the “Make Whole Period”), the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, in an amount equal to the Make Whole Amount plus three percent (3.00%) of the principal amount of the Term Loan (other than any Incremental Term Loan) repaid or accelerated at such time; (B) if any such repayment or acceleration occurs after the twenty-four (24) month anniversary of the Sixth Amendment Effective Date but on or prior to the thirtyforty-six eight (3648) month anniversary of the Sixth Amendment Effective Date, the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, equal to two percent (2.00%) of the principal amount of the Term Loan (other than any Incremental Term Loan) repaid or accelerated at such time; and (C) if any such repayment or acceleration occurs after the thirtyforty-six eight (3648) month anniversary of the Sixth Amendment Effective Date but on or prior to the forty-eight sixty (4860) month anniversary of the Sixth Amendment Effective Date, the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, equal to one percent (1.00%) of the principal amount of the Term Loan (other than any Incremental Term Loan) repaid or accelerated at such time. (ii) If (x) the Borrower repays any Incremental Term Loans in any amount and for any reason (including, without limitation, (1) voluntary prepayments pursuant to Section 2.5, (2) foreclosure and sale of, or collection of, the Collateral, (3) sale of the Collateral in any Insolvency Proceeding, (4) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding or (5) any mandatory prepayment pursuant to Section 2.6(c)(i), (ii), (iii) or (iv)), other than pursuant to a mandatory prepayment required by Section 2.6(c)(v) or a Scheduled Amortization Payment, or (y) the maturity of the Incremental Term Loan shall be accelerated, then there shall become due and payable a prepayment premium calculated as follows: (A) if any such repayment or acceleration occurs after the Incremental Closing Date but on or prior to the twenty-four (24) month anniversary of the Incremental Closing Date (the “Incremental MW Period”), the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, in an amount equal to the Make Whole Amount plus three percent (3.00%) of the principal amount of the Incremental Term Loan repaid or accelerated at such time; (B) if any such repayment or acceleration occurs after the twenty-four (24) month anniversary of the Incremental Closing Date but on or prior to the thirtyforty-six eight (3648) month anniversary of the Incremental Closing Date, the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, equal to two percent (2.00%) of the principal amount of the Incremental Term Loan repaid or accelerated at such time; and (C) if any such repayment or acceleration occurs after the thirtyforty-six eight (3648) month anniversary of the Incremental Closing Date but on or prior to the forty-eight sixty (4860) month anniversary of the Incremental Closing Date, the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, equal to one percent (1.00%) of the principal amount of the Incremental Term Loan repaid or accelerated at such time. (iii) The Borrower Parties agree that the prepayment premiums required under this Section 2.4(a) are a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from a voluntary prepayment and/or an early repayment of the Term Loan. All prepayment premiums under this Section 2.4(a) shall be in addition to all other amounts which may be due to any member of the Lender Group from time to time pursuant to the terms of this Agreement and the other Loan Documents. All of the Loans are subject to the prepayment premiums set forth in this Section 2.4(a) and the payment of one prepayment premium shall not excuse or reduce the payment of a prepayment premium on any subsequent repayment or acceleration.

Prepayment Premiums. (i) If With respect to each repayment or prepayment of Loans under Section 2.8, 2.9 (x) the Borrower repays the Term Loan (other than any Incremental Term Loans) in any amount and for any reason (including, without limitation, (1) voluntary prepayments pursuant to Section 2.5, (2) foreclosure and sale of, or collection of, the Collateral, (3) sale of the Collateral in any Insolvency Proceeding, (4) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding or (5) any mandatory prepayment pursuant to Section 2.6(c)(ib), (iic) or (h) or, to the extent provided therein with respect to a repayment or prepayment, 2.9(a), (iiiwhether voluntary or mandatory) or any acceleration of the Loans and other Obligations pursuant to Article 8 (including for the avoidance of doubt, as a result of clauses (a), (f) or (iv))g) of Section 8.1) (collectively, other than pursuant to a mandatory prepayment required by Section 2.6(c)(v) or a Scheduled Amortization Payment, or (y) the maturity of the Term Loan (other than any Incremental Term Loans) shall be accelerated, then there shall become due and payable a prepayment premium calculated as follows: (A) if any such repayment or acceleration occurs after the Sixth Amendment Effective Date but on or prior to the twenty-four (24) month anniversary of the Sixth Amendment Effective Date (the “Make Whole PeriodPayment Events” and each a “Payment Event”), the Borrower shall pay to the Administrative Agent, for the account ratable benefit of the Lenders in accordance Lenders, with their respective Commitment Ratios, a prepayment premium, payable in cash, in an amount equal respect to the Make Whole Amount plus three percent (3.00%) of the principal amount of the Term Loan (other than any Incremental Term Loan) repaid Loans repaid, prepaid or accelerated at such time; (B) if any accelerated, in each case, concurrently with such repayment or acceleration prepayment, a premium (the “Premium”) equal to (i) if such Payment Event occurs after the twenty-four (24) month anniversary of the Sixth Amendment Effective Date but on or prior to the thirty-six (36) month second anniversary of the Sixth Amendment Effective Closing Date, the Borrower shall pay the Administrative Agent, for the account 3.00% of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, equal to two percent (2.00%) of the applicable aggregate principal amount of the Term Loan Loans subject to the Payment Event plus any Make-Whole Amount, (other than any Incremental Term Loan) repaid or accelerated at such time; and (Cii) if any such repayment or acceleration Payment Event occurs after the thirty-six (36) month second anniversary of the Sixth Amendment Effective Date but on or prior to the forty-eight (48) month anniversary of the Sixth Amendment Effective Date, the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, equal to one percent (1.00%) of the principal amount of the Term Loan (other than any Incremental Term Loan) repaid or accelerated at such time. (ii) If (x) the Borrower repays any Incremental Term Loans in any amount and for any reason (including, without limitation, (1) voluntary prepayments pursuant to Section 2.5, (2) foreclosure and sale of, or collection of, the Collateral, (3) sale of the Collateral in any Insolvency Proceeding, (4) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding or (5) any mandatory prepayment pursuant to Section 2.6(c)(i), (ii), (iii) or (iv)), other than pursuant to a mandatory prepayment required by Section 2.6(c)(v) or a Scheduled Amortization Payment, or (y) the maturity of the Incremental Term Loan shall be accelerated, then there shall become due and payable a prepayment premium calculated as follows: (A) if any such repayment or acceleration occurs after the Incremental Closing Date but on or prior to the twenty-four (24) month third anniversary of the Incremental Closing Date (the “Incremental MW Period”)Date, the Borrower shall pay the Administrative Agent, for the account 3.00% of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, in an amount equal to the Make Whole Amount plus three percent (3.00%) of the applicable aggregate principal amount of the Incremental Term Loan repaid Loans subject to the Payment Event or accelerated at such time; (Biii) if any such repayment or acceleration Payment Event occurs after the twenty-four (24) month third anniversary of the Incremental Closing Date but on or prior to the thirty-six (36) month anniversary of the Incremental Closing Date, the Borrower shall pay the Administrative Agent, for the account 0% of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, equal to two percent (2.00%) of the applicable aggregate principal amount of the Incremental Term Loan repaid Loans subject to the Payment Event. The Premium shall become immediately due and payable, and Borrower will pay such premium, as compensation to the Lenders for the loss of their investment opportunity and not as a penalty, whether or accelerated at not an Insolvency Event has commenced, and (if an Insolvency Event has commenced) without regard to whether such time; and Insolvency Event is voluntary or involuntary, or whether payment occurs pursuant to a motion, plan of reorganization, or otherwise, and without regard to whether the Loans and other Obligations are satisfied or released by foreclosure (C) if whether or not by power of judicial proceeding), deed in lieu of foreclosure or by any such repayment other means. Without limiting the foregoing, any redemption, prepayment, repayment, or acceleration occurs after the thirty-six (36) month anniversary payment of the Incremental Closing Date but on Obligations in or prior to in connection with an Insolvency Event shall constitute an optional prepayment thereof and require the forty-eight (48) month anniversary immediate payment of the Incremental Closing Date, the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, equal to one percent (1.00%) of the principal amount of the Incremental Term Loan repaid or accelerated at such timePremium. (iiiii) The Borrower Parties agree that the prepayment premiums required under Any Premium payable pursuant to this Section 2.4(a) are 2.10 shall be presumed to be the liquidated damages sustained by each Lender as the result of the redemption and/or acceleration of its Loans and the Borrower agrees that it is reasonable under the circumstances 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 the Lenders’ each Lender’s lost profits in view of the difficulties and impracticality of determining actual damages resulting from as a voluntary prepayment and/or an early repayment of the Term Loan. All prepayment premiums under this Section 2.4(a) shall be in addition to all other amounts which may be due to any member of the Lender Group from time to time pursuant to the terms of this Agreement and the other Loan Documents. All of the Loans are subject to the prepayment premiums set forth in this Section 2.4(a) and the payment of one prepayment premium shall not excuse or reduce the payment of a prepayment premium on any subsequent repayment or accelerationresult thereof.

Prepayment Premiums. If all or any portion of the Loans are prepaid, or required to be prepaid, pursuant to this Section 2.03, Article IX or otherwise, then, in all cases, the Borrower shall pay to the Lenders, for their respective ratable accounts, on the date on which such prepayment is paid or required to be paid, in addition to the other Obligations so prepaid or required to be prepaid, a prepayment premium equal to: (i) If (x) the Borrower repays the Term Loan (other than with respect to any Incremental Term Loans) in any amount and for any reason (includingprepayment paid or required to be paid on or prior to March 31, without limitation, (1) voluntary prepayments pursuant to Section 2.5, (2) foreclosure and sale of, or collection of2018, the Collateral, (3) sale of the Collateral in any Insolvency Proceeding, (4) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding or (5) any mandatory prepayment pursuant Make-Whole Amount with respect to Section 2.6(c)(i)such prepayment, (ii)) with respect to any prepayment paid or required to be paid after March 31, (iii) or (iv)), other than pursuant to a mandatory prepayment required by Section 2.6(c)(v) or a Scheduled Amortization Payment, or (y) the maturity of the Term Loan (other than any Incremental Term Loans) shall be accelerated, then there shall become due and payable a prepayment premium calculated as follows: (A) if any such repayment or acceleration occurs after the Sixth Amendment Effective Date 2018 but on or prior to the twenty-March 31, 2019, four (24) month anniversary of the Sixth Amendment Effective Date (the “Make Whole Period”), the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, in an amount equal to the Make Whole Amount plus three percent (3.004.0%) of the principal amount of the Term Loan Loans prepaid or required to be prepaid, (other than iii) with respect to any Incremental Term Loan) repaid prepayment paid or accelerated at such time; (B) if any such repayment or acceleration occurs required to be paid after the twenty-four (24) month anniversary of the Sixth Amendment Effective Date March 31, 2019 but on or prior to the thirty-six (36) month anniversary of the Sixth Amendment Effective DateMarch 31, the Borrower shall pay the Administrative Agent2020, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, equal to two percent (2.002.0%) of the principal amount of the Term Loan Loans prepaid or required to be prepaid, (other than iv) with respect to any Incremental Term Loan) repaid prepayment paid or accelerated at such time; and (C) if any such repayment or acceleration occurs required to be paid after the thirty-six (36) month anniversary of the Sixth Amendment Effective Date March 31, 2020 but on or prior to the forty-eight (48) month anniversary of the Sixth Amendment Effective DateMarch 31, the Borrower shall pay the Administrative Agent2021, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, equal to one percent (1.001.0%) of the principal amount of the Term Loan Loans prepaid or required to be prepaid and (other than v) with respect to any Incremental Term Loan) repaid or accelerated at such time. (ii) If (x) the Borrower repays any Incremental Term Loans in any amount and for any reason (includingprepayment thereafter, without limitation, (1) voluntary prepayments pursuant to Section 2.5, (2) foreclosure and sale of, or collection of, the Collateral, (3) sale of the Collateral in any Insolvency Proceeding, (4) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding or (5) any mandatory prepayment pursuant to Section 2.6(c)(i), (ii), (iii) or (iv)), other than pursuant to a mandatory prepayment required by Section 2.6(c)(v) or a Scheduled Amortization Payment, or (y) the maturity of the Incremental Term Loan shall be accelerated, then there shall become due and payable a prepayment premium calculated as follows: (A) if any such repayment or acceleration occurs after the Incremental Closing Date but on or prior to the twenty-four (24) month anniversary of the Incremental Closing Date (the “Incremental MW Period”), the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, in an amount equal to the Make Whole Amount plus three zero percent (3.000.0%) of the principal amount of the Incremental Term Loans prepaid or required to be prepaid. Notwithstanding the foregoing, or anything to the contrary set forth in this Agreement, to the extent that all or any portion of the Loans outstanding on any date are refinanced (whether through an amendment to this Agreement or otherwise) by new credit extensions advanced by one or more of the Lenders to the Borrower on such date, no prepayment premium shall be payable pursuant to this Section 2.03(e) with respect to the portion of the Loans so refinanced on such date; provided, that, (x) no Default or Event of Default shall have occurred and be continuing as of such date, (y) the Loan repaid or accelerated at such time; Parties shall have been in compliance with Section 8.16(a) (Bwithout giving effect to any exercise of a Cure Right pursuant to Section 8.16(b)) if any such repayment or acceleration occurs for each four (4) consecutive fiscal quarter period ending after the twenty-four (24) month anniversary of the Incremental Closing Funding Date but on or prior to such date of refinancing and (z) the thirty-six (36) month anniversary of the Incremental Closing Date, the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, equal to two percent (2.00%) of the aggregate principal amount of the Incremental Term Loan repaid or accelerated such refinancing is at such time; and (C) if any such repayment or acceleration occurs after the thirty-six (36) month anniversary of the Incremental Closing Date but on or prior to the forty-eight (48) month anniversary of the Incremental Closing Date, the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, equal to one percent (1.00%) of the principal amount of the Incremental Term Loan repaid or accelerated at such timeleast $40,000,000. (iii) The Borrower Parties agree that the prepayment premiums required under this Section 2.4(a) are a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from a voluntary prepayment and/or an early repayment of the Term Loan. All prepayment premiums under this Section 2.4(a) shall be in addition to all other amounts which may be due to any member of the Lender Group from time to time pursuant to the terms of this Agreement and the other Loan Documents. All of the Loans are subject to the prepayment premiums set forth in this Section 2.4(a) and the payment of one prepayment premium shall not excuse or reduce the payment of a prepayment premium on any subsequent repayment or acceleration.

Prepayment Premiums. (ia) If Upon (x) the Borrower repays occurrence of any voluntary prepayment of all or a portion of the principal of the Term Loan (other than any Incremental Term Loans) in any amount and for any reason (including, without limitation, (1) voluntary prepayments Loans pursuant to Section 2.56.01 (whether or not a Default exists), (2y) foreclosure and sale of, repayment of or collection of, the Collateral, (3) sale a distribution in respect of the Collateral in any Insolvency Proceeding, (4) the restructure, reorganization, Term Loans following acceleration thereof pursuant to Section 12 or compromise applicable provisions of the Obligations by the confirmation of a plan of reorganization Bankruptcy Code or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding applicable insolvency laws or (5z) such amount otherwise becoming or being declared immediately due and payable pursuant to the terms hereof (or upon the occurrence of any mandatory prepayment of all or a portion of the principal of the Term Loans pursuant to Section 2.6(c)(i6.02, but solely to the extent that the action giving rise to such prepayment constitutes a Default hereunder), (ii)then, (iii) or (iv))in each such case, other than pursuant in addition to a mandatory prepayment required by Section 2.6(c)(v) or a Scheduled Amortization Payment, or (y) the maturity payment of the principal amount of the Term Loan (other than any Incremental Term Loans) , accrued and unpaid interest, and Fees, the Borrowers shall be accelerated, then there shall become due and payable a pay the following prepayment premium calculated as follows(each a “Prepayment Premium”) to the Lenders: (Ai) if any such repayment or acceleration prepayment occurs after the Sixth Amendment Effective Closing Date but on or prior to or on the twenty-four (24) month anniversary last day of the Sixth Amendment Effective 12th full month following the Closing Date (it being understood that, pursuant to Section 6.01, no voluntary prepayments are permitted during such period) (the “Make Whole First Period”), the Borrower Borrowers shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, in an amount premium equal to the Make Whole Amount plus three ten percent (3.0010.00%) of the principal amount of the Term Loan (other than any Incremental Term Loan) Loans prepaid or repaid or accelerated at such time; (Bii) if any such prepayment or repayment or acceleration occurs after the twenty-four (24) month anniversary First Period but prior to or on the last day of the Sixth Amendment Effective 24th full month following the Closing Date but on or prior to (the thirty-six (36) month anniversary of the Sixth Amendment Effective Date“Second Period”), the Borrower Borrowers shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, premium equal to two four percent (2.004.00%) of the principal amount of the Term Loan (other than any Incremental Term Loan) Loans prepaid or repaid or accelerated at such time; and; (Ciii) if any such prepayment or repayment or acceleration occurs after the thirty-six (36) month anniversary Second Period but prior to or on the last day of the Sixth Amendment Effective 36th full month following the Closing Date but on or prior to (the forty-eight (48) month anniversary of the Sixth Amendment Effective Date“Third Period”), the Borrower Borrowers shall pay the Administrative Agent, for the account Lenders a prepayment premium equal to two and one-half percent (2.50%) of the principal amount of the Term Loans prepaid or repaid at such time; (iv) if any such prepayment or repayment occurs after the Third Period but prior to or on the last day of the 48th full month following the Closing Date (the “Fourth Period”), the Borrowers shall pay the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, premium equal to one percent (1.00%) of the principal amount of the Term Loan (other than any Incremental Term Loan) Loans prepaid or repaid or accelerated at such time. (ii) If (x) the Borrower repays any Incremental Term Loans in any amount and for any reason (including, without limitation, (1) voluntary prepayments pursuant to Section 2.5, (2) foreclosure and sale of, or collection of, the Collateral, (3) sale of the Collateral in any Insolvency Proceeding, (4) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding or (5) any mandatory prepayment pursuant to Section 2.6(c)(i), (ii), (iii) or (iv)), other than pursuant to a mandatory prepayment required by Section 2.6(c)(v) or a Scheduled Amortization Payment, or (y) the maturity of the Incremental Term Loan shall be accelerated, then there shall become due and payable a prepayment premium calculated as follows: (A) if any such repayment or acceleration occurs after the Incremental Closing Date but on or prior to the twenty-four (24) month anniversary of the Incremental Closing Date (the “Incremental MW Period”), the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, in an amount equal to the Make Whole Amount plus three percent (3.00%) of the principal amount of the Incremental Term Loan repaid or accelerated at such time; (Bv) if any such prepayment or repayment or acceleration occurs after the twenty-four (24) month anniversary of the Incremental Closing Date but on or prior to the thirty-six (36) month anniversary of the Incremental Closing DateFourth Period, the Borrower Borrowers shall not be obligated to pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a any prepayment premium, payable in cash, equal to two percent (2.00%) of the principal amount of the Incremental Term Loan repaid or accelerated at such time; and (C) if any such repayment or acceleration occurs after the thirty-six (36) month anniversary of the Incremental Closing Date but on or prior to the forty-eight (48) month anniversary of the Incremental Closing Date, the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, equal to one percent (1.00%) of the principal amount of the Incremental Term Loan repaid or accelerated at such time. (iii) The Borrower Parties agree that the prepayment premiums required under this Section 2.4(a) are a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from a voluntary prepayment and/or an early repayment of the Term Loan. All prepayment premiums under this Section 2.4(a) shall be in addition to all other amounts which may be due to any member of the Lender Group from time to time pursuant to the terms of this Agreement and the other Loan Documents. All of the Loans are subject to the prepayment premiums set forth in this Section 2.4(a) and the payment of one prepayment premium shall not excuse or reduce the payment of a prepayment premium on any subsequent repayment or acceleration.

Prepayment Premiums. (iA) If (x) Notwithstanding anything herein to the Borrower repays contrary, all prepayments of the Term Loan (other than any Incremental Term Loansthat are made in accordance with this Section 2.05(a) in any amount prior to the second anniversary of the Closing Date shall be subject to a prepayment premium equal to the present value, as determined by Holdings and for any reason (includingcertified by a Responsible Officer of Holdings to the Administrative Agent, without limitation, of (1) voluntary prepayments all required interest payments due on such Term Loans from the date of prepayment through and including the second anniversary of the Closing Date (excluding accrued interest) (assuming that the interest rate applicable to all such interest is the swap rate at the close of business on the third Business Day prior to the date of such prepayment with the termination date nearest to the second anniversary of the Closing Date plus the Applicable Rate for Eurodollar Rate Loans) plus (2) the prepayment premium that would be due pursuant to Section 2.52.05(a)(ii)(B) if such prepayment were made on the day after the second anniversary of the Closing Date, in each case discounted to the date of prepayment on a quarterly basis (assuming a 360-day year and actual days elapsed) at a rate equal to the sum of such swap rate plus 0.50%. (B) Notwithstanding anything herein to the contrary, all prepayments of the Term Loan that are made in accordance with this Section 2.05(a) prior to (1) the third anniversary of the Closing Date, but on or after the second anniversary of the Closing Date, shall be subject to an additional premium equal to the amount of such prepayment multiplied by 3%, with respect to each such prepayment made prior to the third anniversary of the Closing Date, (2) foreclosure and sale of, or collection of, the Collateral, (3) sale of the Collateral in any Insolvency Proceeding, (4) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding or (5) any mandatory prepayment pursuant to Section 2.6(c)(i), (ii), (iii) or (iv)), other than pursuant to a mandatory prepayment required by Section 2.6(c)(v) or a Scheduled Amortization Payment, or (y) the maturity of the Term Loan (other than any Incremental Term Loans) shall be accelerated, then there shall become due and payable a prepayment premium calculated as follows: (A) if any such repayment or acceleration occurs after the Sixth Amendment Effective Date but on or prior to the twenty-four (24) month fourth anniversary of the Sixth Amendment Effective Date (the “Make Whole Period”), the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, in an amount equal to the Make Whole Amount plus three percent (3.00%) of the principal amount of the Term Loan (other than any Incremental Term Loan) repaid or accelerated at such time; (B) if any such repayment or acceleration occurs after the twenty-four (24) month anniversary of the Sixth Amendment Effective Date but on or prior to the thirty-six (36) month anniversary of the Sixth Amendment Effective Date, the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, equal to two percent (2.00%) of the principal amount of the Term Loan (other than any Incremental Term Loan) repaid or accelerated at such time; and (C) if any such repayment or acceleration occurs after the thirty-six (36) month anniversary of the Sixth Amendment Effective Date but on or prior to the forty-eight (48) month anniversary of the Sixth Amendment Effective Date, the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, equal to one percent (1.00%) of the principal amount of the Term Loan (other than any Incremental Term Loan) repaid or accelerated at such time. (ii) If (x) the Borrower repays any Incremental Term Loans in any amount and for any reason (including, without limitation, (1) voluntary prepayments pursuant to Section 2.5, (2) foreclosure and sale of, or collection of, the Collateral, (3) sale of the Collateral in any Insolvency Proceeding, (4) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding or (5) any mandatory prepayment pursuant to Section 2.6(c)(i), (ii), (iii) or (iv)), other than pursuant to a mandatory prepayment required by Section 2.6(c)(v) or a Scheduled Amortization Payment, or (y) the maturity of the Incremental Term Loan shall be accelerated, then there shall become due and payable a prepayment premium calculated as follows: (A) if any such repayment or acceleration occurs after the Incremental Closing Date but on or prior to after the twenty-four (24) month third anniversary of the Incremental Closing Date (the “Incremental MW Period”), the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, in be subject to an amount additional premium equal to the Make Whole Amount plus three percent (3.00%) of the principal amount of such prepayment multiplied by 2%; and (3) the Incremental Term Loan repaid or accelerated at such time; (B) if any such repayment or acceleration occurs after the twenty-four (24) month fifth anniversary of the Incremental Closing Date but on or prior to after the thirty-six (36) month fourth anniversary of the Incremental Closing Date shall be subject to an additional premium equal to the amount of such prepayment multiplied by 1%. On or after the fifth anniversary of the Closing Date, the Borrower no premiums or penalties shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, be payable in cash, equal pursuant to two percent (2.00%) of the principal amount of the Incremental Term Loan repaid or accelerated at such time; and (C) if any such repayment or acceleration occurs after the thirty-six (36) month anniversary of the Incremental Closing Date but on or prior to the forty-eight (48) month anniversary of the Incremental Closing Date, the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, equal to one percent (1.00%) of the principal amount of the Incremental Term Loan repaid or accelerated at such time. (iii) The Borrower Parties agree that the prepayment premiums required under this Section 2.4(a2.05(a)(ii) are a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from a voluntary prepayment and/or an early repayment connection with any prepayments of the Term Loan. All prepayment premiums under this Section 2.4(a) shall be in addition to all other amounts which may be due to any member of the Lender Group from time to time pursuant to the terms of this Agreement and the other Loan Documents. All of the Loans are subject to the prepayment premiums set forth in this Section 2.4(a) and the payment of one prepayment premium shall not excuse or reduce the payment of a prepayment premium on any subsequent repayment or acceleration.

Prepayment Premiums. (ia) If (x) any portion of the Principal Balance of a Term Loan is bearing interest at the Fixed Rate, then, subject to the following provisions of this paragraph, the Borrower repays shall have the right to prepay such portion of the Principal Balance in multiples of $100,000.00 (with a minimum of $100,000.00), upon not less than ten (10) business days' prior written irrevocable notice to the Bank specifying the intended date of prepayment, and the amount to be prepaid, and such prepayment is accompanied by payment of accrued interest to and including the date of prepayment and other sums then due and payable pursuant to the provisions of this Agreement or the other Loan Documents. The Borrower shall pay to the Bank contemporaneously with any such voluntary prepayment of the Principal Balance which bears interest at the Fixed Rate a Prepayment Premium (as hereinafter defined). Any payment of the then outstanding Principal Balance after the Bank shall have declared the Principal Balance immediately due and payable, or after the Bank shall have commenced an action or proceeding as a result of an Event of Default, shall be deemed a voluntary prepayment for the purposes of this paragraph and a Prepayment Premium calculated pursuant to the provisions of this paragraph shall be payable with respect thereto based upon the interest rate specified herein applicable to the then outstanding principal indebtedness immediately prior to such default, declaration or commencement. The portion of the Principal Balance specified in any such irrevocable notice of prepayment shall, notwithstanding anything to the contrary contained in this Agreement, be absolutely and unconditionally due and payable on the date specified in such notice. (b) If any portion of the Principal Balance of a Term Loan is bearing interest at a LIBOR Rate or rates, then subject to the following provisions of this paragraph, the Borrower shall have the right to prepay such Principal Balance (other than or any Incremental Term Loansportion thereof) in any whole, or in part, upon not less than ten (10) Business Days' prior written irrevocable notice to the Bank specifying the intended date of prepayment, which date of prepayment shall not be more than fifteen (15) Business Days days after the date of such notice, and the amount to be prepaid and for any reason (including, without limitation, (1) voluntary prepayments upon payment of all interest and other sums then due and payable pursuant to Section 2.5, (2) foreclosure the provisions of this Agreement and sale of, or collection of, the Collateral, (3) sale Loan Documents. The portion of the Collateral Principal Balance specified in any Insolvency Proceedingsuch irrevocable notice of prepayment shall, (4) notwithstanding anything to the restructurecontrary contained in this Agreement or the Loan Documents, reorganization, or compromise be absolutely and unconditionally due and payable on the date specified in such notice. Any partial prepayment of the Obligations Principal Balance in accordance with the provisions of this Paragraph 2.5(b) shall be in a minimum amount of and in multiples of at least $100,000, and no partial prepayment of the Principal Balance shall be permitted in accordance with the provisions of this paragraph if such partial prepayment would reduce the Principal Balance below $100,000. The Bank shall not be obligated to accept any prepayment of the Principal Balance bearing interest at a LIBOR Rate or rates unless it is accompanied by the confirmation prepayment premium, if any, due in connection therewith as calculated pursuant to the provisions of a plan of reorganization or any other plan of compromisethis Paragraph 2.5(b), restructure, or arrangement it being understood and agreed that no LIBOR Rate Prepayment Premium (as hereinafter defined) payable under this paragraph shall in any Insolvency Proceeding event or (5) under any mandatory prepayment pursuant circumstance be deemed or construed to Section 2.6(c)(i), (ii), (iii) or (iv)), other than pursuant be a penalty. No LIBOR Rate Prepayment Premium shall be payable if the portion of the Principal Balance being prepaid hereunder occurs on the Roll Over Date pertaining to a mandatory prepayment required by Section 2.6(c)(v) or a Scheduled Amortization Payment, or (y) the maturity portion of the Principal Balance of the Term Loan (other than Note being prepaid. If any Incremental Term Loans) shall be accelerated, then there shall become due particular portion of the Principal Balance being prepaid is bearing interest at a LIBOR Rate and payable a such prepayment premium calculated as follows: (A) if any such repayment or acceleration occurs after does not occur on the Sixth Amendment Effective Roll Over Date but on or prior pertaining to the twenty-four (24) month anniversary portion of the Sixth Amendment Effective Date (Principal Balance of the “Make Whole Period”)Term Note being prepaid, the Borrower shall pay to the Administrative Agent, for Bank contemporaneously with any such prepayment a prepayment premium (the account "LIBOR Rate Prepayment Premium") equal to the portion of the Lenders Principal Balance being prepaid, multiplied by a per annum interest rate equal to the difference between the then applicable Base LIBOR Rate and the 360-day equivalent interest yield, as adjusted to reflect interest payments on a monthly basis (the "Reinvestment Rate"), on any U.S. Government Treasury obligations selected by the Bank, in its sole and absolute discretion, in an aggregate amount comparable to the portion of the Principal Balance being prepaid, and with maturities comparable to the next occurring Roll Over Date applicable to the portion of the Principal Balance being prepaid, calculated over a period of time from and including the date of prepayment to, but not including, such next occurring Roll Over Date. If the Base LIBOR Rate applicable to the portion of the Principal Balance being prepaid is equal to or less than the Reinvestment Rate, no LIBOR Rate Prepayment Premium, nor any rebate, shall be due. If a portion of the Principal Balance is bearing interest at a LIBOR Rate or Rates and a portion of the Principal Balance is bearing interest at the Floating Rate in accordance with their respective Commitment Ratios, the provisions of this Agreement on the date of a partial prepayment premium, payable in cash, in an amount equal to the Make Whole Amount plus three percent (3.00%) of the principal amount of the Term Loan (other than any Incremental Term Loan) repaid or accelerated at such time; (B) if any such repayment or acceleration occurs after the twenty-four (24) month anniversary of the Sixth Amendment Effective Date but on or prior to the thirty-six (36) month anniversary of the Sixth Amendment Effective Date, the Borrower shall pay the Administrative Agent, for the account of the Lenders Principal Balance in accordance with their the provisions of this Paragraph 2.5(b), such partial prepayment shall be applied to the respective Commitment Ratiosportions of the Principal Balance bearing interest at a LIBOR Rate and the Floating Rate or Rates in such order and manner so as to minimize the LIBOR Rate Prepayment Premium due with respect thereto as calculated pursuant to the provisions of this paragraph. The Bank shall, at the request of the Borrower, deliver to the Borrower a statement setting forth the amount and basis of determination of the LIBOR Rate Prepayment Premium, if any, due in connection with a prepayment premium, payable in cash, equal to two percent (2.00%) of any portion of the principal amount Principal Balance of the a Term Loan (other than any Incremental Term Loan) repaid Note bearing interest at a LIBOR Rate or accelerated at such time; and (C) if any such repayment or acceleration occurs after the thirty-six (36) month anniversary of the Sixth Amendment Effective Date but on or prior to the forty-eight (48) month anniversary of the Sixth Amendment Effective Date, the Borrower shall pay the Administrative Agent, for the account of the Lenders rates in accordance with their respective Commitment Ratiosthe provisions of this paragraph, a prepayment premiumit being agreed that: (i) the calculation of such LIBOR Rate Prepayment Premium may be based on any U.S. Government Treasury obligations selected by the Bank, payable in cash, equal to one percent (1.00%) of the principal amount of the Term Loan (other than any Incremental Term Loan) repaid or accelerated at such time.its sole and absolute discretion, (ii) If (x) no Obligee shall be obligated or required to have actually reinvested the prepaid portion of the Principal Balance of the Term Note in any such U.S. Government Treasury obligations as a condition precedent to the Borrower repays any Incremental Term Loans in any amount and for any reason (including, without limitation, (1) voluntary prepayments pursuant being obligated to Section 2.5, (2) foreclosure and sale of, or collection of, the Collateral, (3) sale of the Collateral in any Insolvency Proceeding, (4) the restructure, reorganization, or compromise of the Obligations by the confirmation of pay a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding or (5) any mandatory prepayment pursuant to Section 2.6(c)(i), (ii), (iii) or (iv)), other than pursuant to a mandatory prepayment required by Section 2.6(c)(v) or a Scheduled Amortization Payment, or (y) the maturity of the Incremental Term Loan shall be accelerated, then there shall become due and payable a prepayment premium LIBOR Rate Prepayment Premium calculated as follows: (A) if any such repayment or acceleration occurs after the Incremental Closing Date but on or prior to the twenty-four (24) month anniversary of the Incremental Closing Date (the “Incremental MW Period”)aforesaid, the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, in an amount equal to the Make Whole Amount plus three percent (3.00%) of the principal amount of the Incremental Term Loan repaid or accelerated at such time; (B) if any such repayment or acceleration occurs after the twenty-four (24) month anniversary of the Incremental Closing Date but on or prior to the thirty-six (36) month anniversary of the Incremental Closing Date, the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, equal to two percent (2.00%) of the principal amount of the Incremental Term Loan repaid or accelerated at such time; and (C) if any such repayment or acceleration occurs after the thirty-six (36) month anniversary of the Incremental Closing Date but on or prior to the forty-eight (48) month anniversary of the Incremental Closing Date, the Borrower shall pay the Administrative Agent, for the account of the Lenders in accordance with their respective Commitment Ratios, a prepayment premium, payable in cash, equal to one percent (1.00%) of the principal amount of the Incremental Term Loan repaid or accelerated at such time. (iii) the Borrower shall not have the right to question the correctness of any such statement or the method of calculation set forth therein in the absence of manifest error. The Borrower Parties agree that the shall, upon receipt of such statement and contemporaneously with any such prepayment premiums required under this Section 2.4(a) are a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from a voluntary prepayment and/or an early repayment Principal Balance of the Term Loan. All prepayment premiums under this Section 2.4(a) shall be Note bearing interest at such a LIBOR Rate, remit to the Bank the LIBOR Rate Prepayment Premium, if any, due in addition to all other amounts which may be due to any member of the Lender Group from time to time connection therewith, as calculated pursuant to the terms provisions of this paragraph. Any payment of the Principal Balance after the Bank shall have declared a Term Loan immediately due and payable in accordance with the provisions of this Agreement and or the other Loan Documents, or after the Bank shall have commenced an action as a result of an Event of Default under this Agreement or the other Loan Documents, shall be deemed to be a voluntary prepayment for all purposes of this paragraph and a LIBOR Rate Prepayment Premium calculated pursuant to the provisions of this paragraph shall be payable with respect thereto based upon the Base LIBOR Rate or Rates applicable to the Principal Balance immediately prior to such default, declaration or commencement. All Notwithstanding the foregoing, however, it is understood and agreed that the Bank shall not be obligated to accept a prepayment, in whole or in part bearing interest at a LIBOR Rate (or rates), of the Loans are subject Principal Balance in accordance with the provisions of this paragraph if any default shall have occurred and shall be continuing under any Term Note, this Agreement or the other Loan Documents unless the Bank shall otherwise agree to the contrary in its sole and absolute discretion. The provisions of this paragraph shall be applicable to any prepayment premiums set forth of the Principal Balance in this Section 2.4(a) and the whole or in part, by acceleration or otherwise, it being agreed that any payment of one the Principal Balance shall be deemed to be a voluntary prepayment premium for the purposes of this paragraph and a LIBOR Rate Prepayment Premium calculated pursuant to the provisions of this paragraph shall not excuse or reduce the payment of a prepayment premium on any subsequent repayment or accelerationbe payable with respect thereto.