Revolver Early Termination Fee. If (i) Borrower terminates the Revolving Facility under Section 11.1 hereof, (ii) Borrower is required to make payment in full of the Revolving Facility and/or Obligations relating to the Revolving Facility upon the occurrence of an Event of Default, (iii) a voluntary or involuntary Change of Control or payment pursuant to Section 2.11 occurs, (iv) any other voluntary or involuntary prepayment of the Revolving Facility and/or Obligations relating to the Revolving Facility by Borrower or any other Person occurs (other than reductions to zero of the outstanding balance of the Revolving Facility resulting from the ordinary course operation of the provisions of Section 2.5), whether by virtue of Lender's exercising its right of set-off or otherwise, (v) Lender accelerates the Revolving Note or makes any demand on the Revolving Note, or (vi) any payment or reduction of the outstanding balance of the Revolving Note and/or the Revolving Facility is made during a bankruptcy, reorganization or other proceeding or is made pursuant to any plan of reorganization or liquidation or any Debtor Relief Law, (each, a "REVOLVER TERMINATION"), then, at the effective date of any such termination, Borrower shall pay Lender (in addition to the then outstanding principal, accrued interest and other Obligations relating to the Revolving Facility pursuant to the terms of this Agreement and any other Loan Document), as yield maintenance for the loss of bargain and not as a penalty, an amount equal to (x) if the revolver termination occurs prior to December 31, 2004, 2% of the Facility Cap, or (y) if the revolver termination occurs after December 31, 2004, but prior to expiration of the Revolving Facility Term, 1% of the Facility Cap; provided, however, that in the event the revolver termination arises pursuant to a voluntary prepayment of the Revolving Facility and Obligations relating to the Revolving Facility by Borrower pursuant to a refinancing by a third party commercial financial institution whose primary business is providing senior secured financing the yield maintenance for the loss of bargain shall be equal to an amount equal to (x) if the revolver termination occurs prior to December 31, 2004, the greater of (1) 2% of the Facility Cap and (2) the Yield Maintenance Amount, and (y) if the revolver termination occurs prior to expiration of the Revolving Facility Term, the greater of (1) 1% of the Facility Cap and (2) the Yield Maintenance Amount."
Revolver Early Termination Fee. Upon the date of any termination of the Revolving Loan Commitment, whether terminated pursuant to Section 2.5(a) or under Section 8.2 or otherwise, Borrower shall pay to each Revolving Lender in accordance with their Pro Rata Shares, a sum equal to (A) all outstanding principal and all accrued interest thereon and other outstanding Obligations with respect to the Revolving Loan, plus (B) an early termination premium (as yield maintenance for the loss of a bargain and not as a penalty) equal to 1.00% of the Revolving Loan Commitment, if such termination is made on or before the one year anniversary of the Closing Date. No such early termination fee shall be due if such termination is made after the one year anniversary of the Closing Date.
Revolver Early Termination Fee. In the event that (i) the Borrower terminates any Revolving Credit Commitments pursuant to Section 2.13 or 2.14(h) or permanently prepays all or any portion of the Revolving Loans pursuant to Section 2.13, (ii) the Borrower causes a Non-Consenting Lender to assign its Revolving Credit Commitments and/or Revolving Loans to a Replacement Lender pursuant to Section 2.23, (iii) the Borrower refinances any Revolving Credit Commitments and/or Revolving Loans in connection with any incurrence of Credit Agreement Refinancing Indebtedness or (iv) the Revolving Credit Commitments are terminated upon the occurrence of any Event of Default described in Section 8.1(a), 8.1(f) or 8.1(g), and in each case the aggregate principal amount of Revolving Credit Commitments outstanding after giving effect to such termination, prepayment, assignment or repayment is less than $30,000,000 (such difference, the “Revolver Early Termination Fee Principal Amount”), the Borrower shall pay to the Administrative Agent, for the pro rata benefit of the applicable Revolving Lenders, a fee in an amount equal to (x) if the fee is triggered prior to January 18, 2025, 5.00% of the Revolver Early Termination Fee Principal Amount and (y) if the fee is triggered on and after January 18, 2025 but prior to January 18, 2026, 1.00% of the Revolver Early Termination Fee Principal Amount (the “Revolver Early Termination Fee”). Payment of the Revolver Early Termination Fee hereunder constitutes liquidated damages and not a penalty, and the actual amount of damages to the Lenders or profits lost by the Lenders as a result of the relevant commitment reduction would be impracticable and extremely difficult to ascertain. Accordingly, the Revolver Early Termination Fee hereunder is provided by mutual agreement of the Borrower, the Administrative Agent and the Lenders as a reasonable estimation and calculation of such actual lost profits and other actual damages of the Lenders. THE CREDIT PARTIES HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR OTHER LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING REVOLVER EARLY TERMINATION FEE IN CONNECTION WITH ANY SUCH COMMITMENT REDUCTION. The Borrower expressly agrees that with respect to the Revolver Early Termination Fee payable hereunder: (I) the Revolver Early Termination Fee is reasonable and is the product of an arm’s length transaction between sophisticated business parties, ably represented by counsel; (II) the Revolver Early Term...
