Common use of Applicable Premium Clause in Contracts

Applicable Premium. Upon the occurrence of an Applicable Premium Trigger Event, the Borrowers shall pay to Agent, for the ratable account of the Lenders, the Applicable Premium. Without limiting the generality of the foregoing and notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is understood and agreed that if the Obligations are accelerated as a result of the occurrence and continuance of any Event of Default (including by operation of law or otherwise), the Applicable Premium, if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Premium payable in accordance with this Section 2.05(g) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and the Borrowers and the other Loan Parties agree that it is reasonable under the circumstances currently existing. THE BORROWERS AND THE OTHER LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Applicable Premium, if any, 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 Borrowers and the other Loan Parties expressly agree that (i) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Applicable 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 Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium, (iv) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.05(g), (v) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the Term Loan, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of any Applicable Premium Trigger Event.

Applicable Premium. Upon In the occurrence event of an Applicable Premium Trigger Event, the Borrowers Issuer shall pay to Agentthe Trustee, for payment to the ratable account Holders of the LendersSecurities, the aggregate principal amount of the Securities being or required to be redeemed, repurchased or otherwise paid plus the Applicable PremiumPremium (without duplication). Without limiting the generality of the foregoing and notwithstanding anything to the contrary in this Agreement or any other Loan DocumentSection 10.01, it is understood and agreed that if the Obligations Securities are accelerated as a result of the occurrence and continuance of any an Event of Default (including, but not limited to Section 5.01(i), Section 5.01(j) or upon the occurrence or commencement of any bankruptcy or insolvency proceeding or other event pursuant to any applicable Debtor Relief Laws (including the acceleration of claims by operation of law or otherwiselaw)), the Applicable Premium, if any, determined as of the date of acceleration, will also be Securities that become due and payable and will be treated and deemed as though shall include the Term Loans were prepaid Applicable Premium determined as of such date if the Securities were optionally redeemed pursuant to this Article 10 on such date, which shall become immediately due and payable by the Issuer and the Guarantors and shall constitute part of the Obligations for all purposes hereinas if the Securities were being optionally redeemed or repaid as of such date, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a good faith reasonable estimate and calculation of each beneficial holder’s lost profits and/or actual damages as a result thereof. Any The Applicable Premium shall also be automatically and immediately due and payable if the Obligations are satisfied or released by foreclosure (whether by power of judicial proceeding or otherwise), deed in lieu of foreclosure, or by any other means in connection with an Event of Default described in the preceding sentence, including without limitation, under a plan of reorganization or similar manner in any bankruptcy, insolvency or similar proceeding. The Applicable Premium payable in accordance with pursuant to this Section 2.05(g) Indenture shall be presumed to be equal to the liquidated damages sustained by the Lenders each beneficial holder as the result of the occurrence early repayment or prepayment of the Applicable Premium Trigger Event, Securities (and not unmatured interest or a penalty) and the Borrowers Issuer and the other Loan Parties Guarantors agree that it is reasonable under the circumstances currently existing. If the Applicable Premium becomes due and payable pursuant to this Indenture, the Applicable Premium shall be deemed to be principal of the Securities and Obligations under this Indenture and interest shall accrue on the full principal amount of the Securities (including the Applicable Premium). In the event the Applicable Premium is determined not to be due and payable by order of any court of competent jurisdiction, including, without limitation, by operation of the Bankruptcy Code, the Applicable Premium shall nonetheless constitute Obligations under this Indenture for all purposes hereunder. THE BORROWERS ISSUER AND THE OTHER LOAN PARTIES GUARANTORS 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 FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Applicable Premium, if any, 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 Borrowers Issuer and the other Loan Parties Guarantors expressly acknowledge and agree that (ito the fullest extent they may lawfully do so) that: (A) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (iiB) the Applicable Premium shall each be payable under the circumstances described herein notwithstanding the then prevailing market rates at the time payment or redemption is made, (iiiC) there has been a course of conduct between Lenders the beneficial holders, the Issuer and the Loan Parties Guarantors giving specific consideration in this transaction for such agreement to pay the Applicable Premium under the circumstances described herein, (D) the Applicable Premium shall not constitute unmatured interest, whether under section 502(b) of the Bankruptcy Code or otherwise, (E) the Applicable Premium does not constitute a penalty or an otherwise unenforceable or invalid obligation, (F) the Issuer and the Guarantors shall not challenge or question, or support any other person in challenging or questioning, the validity or enforceability of the Applicable Premium or any similar or comparable prepayment fee under the circumstances described herein, and the Issuer and the Guarantors shall be estopped from raising or relying on any judicial decision or ruling questioning the validity or enforceability of any prepayment fee similar or comparable to the Applicable Premium, and (ivG) the Loan Parties Issuer and the Guarantors shall be estopped hereafter from claiming differently than as agreed to in this Section 2.05(g), (v) their paragraph. The Issuer and the Guarantors expressly acknowledge that its agreement to pay or guarantee the payment of the Applicable Premium is to the beneficial holders as herein described are individually and collectively a material inducement to the Lenders beneficial holders to provide purchase the Term Loan, Securities. Any reference to “par” will include any Applicable Premium or accrued and (vi) unpaid interest that is added to principal theretofore so added. The parties acknowledge that the Applicable Premium represents provided for under this Indenture is believed to represent a good faith, reasonable genuine estimate and calculation of the lost profits or damages of the Lenders and losses that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost suffered by the Lenders beneficial holders as a result of the Issuer’s and the Guarantors’ breach of its obligations under this Indenture. The Issuer and the Guarantors waive, to the fullest extent permitted by law, the benefit of any Applicable Premium Trigger Eventstatute affecting its liability hereunder or the enforcement hereof. Nothing in this paragraph is intended to limit, restrict, or condition any of the Issuer’s and the Guarantors’ obligations, rights or remedies hereunder.

Applicable Premium. Upon In the occurrence event of an Applicable Premium Trigger Event, the Borrowers Issuer shall pay to Agentthe Trustee, for payment to the ratable account Holders of the LendersSecurities, the aggregate principal amount of the Securities being or required to be redeemed, repurchased or otherwise paid plus the Applicable PremiumPremium (without duplication). 128 Without limiting the generality of the foregoing and notwithstanding anything to the contrary in this Agreement or any other Loan DocumentSection 10.01, it is understood and agreed that if the Obligations Securities are accelerated as a result of the occurrence and continuance of any an Event of Default (including, but not limited to Section 5.01(i), Section 5.01(j) or upon the occurrence or commencement of any bankruptcy or insolvency proceeding or other event pursuant to any applicable Debtor Relief Laws (including the acceleration of claims by operation of law or otherwiselaw)), the Applicable Premium, if any, determined as of the date of acceleration, will also be Securities that become due and payable and will be treated and deemed as though shall include the Term Loans were prepaid Applicable Premium determined as of such date if the Securities were optionally redeemed pursuant to this Article 10 on such date, which shall become immediately due and payable by the Issuer and the Guarantors and shall constitute part of the Obligations for all purposes hereinas if the Securities were being optionally redeemed or repaid as of such date, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a good faith reasonable estimate and calculation of each beneficial holder’s lost profits and/or actual damages as a result thereof. Any The Applicable Premium shall also be automatically and immediately due and payable if the Obligations are satisfied or released by foreclosure (whether by power of judicial proceeding or otherwise), deed in lieu of foreclosure, or by any other means in connection with an Event of Default described in the preceding sentence, including without limitation, under a plan of reorganization or similar manner in any bankruptcy, insolvency or similar proceeding. The Applicable Premium payable in accordance with pursuant to this Section 2.05(g) Indenture shall be presumed to be equal to the liquidated damages sustained by the Lenders each beneficial holder as the result of the occurrence early repayment or prepayment of the Applicable Premium Trigger Event, Securities (and not unmatured interest or a penalty) and the Borrowers Issuer and the other Loan Parties Guarantors agree that it is reasonable under the circumstances currently existing. If the Applicable Premium becomes due and payable pursuant to this Indenture, the Applicable Premium shall be deemed to be principal of the Securities and Obligations under this Indenture and interest shall accrue on the full principal amount of the Securities (including the Applicable Premium). In the event the Applicable Premium is determined not to be due and payable by order of any court of competent jurisdiction, including, without limitation, by operation of the Bankruptcy Code, the Applicable Premium shall nonetheless constitute Obligations under this Indenture for all purposes hereunder. THE BORROWERS ISSUER AND THE OTHER LOAN PARTIES GUARANTORS 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 FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Applicable Premium, if any, 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 Borrowers Issuer and the other Loan Parties Guarantors expressly acknowledge and agree that (ito the fullest extent they may lawfully do so) that: (A) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (iiB) the Applicable Premium shall each be payable under the circumstances described herein notwithstanding the then prevailing market rates at the time payment or redemption is made, (iiiC) there has been a course of conduct between Lenders the beneficial holders, the Issuer and the Loan Parties Guarantors giving specific consideration in this transaction for such agreement to pay the Applicable Premium under the circumstances described herein, (D) the Applicable Premium shall not constitute unmatured interest, whether under section 502(b) of the Bankruptcy Code or otherwise, (E) the Applicable Premium does not constitute a penalty or an otherwise unenforceable or invalid obligation, (F) the Issuer and the Guarantors shall not challenge or question, or support any other person in challenging or questioning, the validity or enforceability of the Applicable Premium or any similar or comparable prepayment fee under the circumstances described herein, and the Issuer and the Guarantors shall be estopped from raising or relying on any judicial decision or ruling questioning the validity or enforceability of any prepayment fee similar or comparable to the Applicable Premium, and (ivG) the Loan Parties Issuer and the Guarantors shall be estopped hereafter from claiming differently than as agreed to in this Section 2.05(g), (v) their paragraph. The Issuer and the Guarantors expressly acknowledge that its agreement to pay or guarantee the payment of the Applicable Premium is to the beneficial holders as herein described are individually and collectively a material inducement to the Lenders beneficial holders to provide purchase the Term Loan, Securities. Any reference to “par” will include any Applicable Premium or accrued and (vi) unpaid interest that is added to principal theretofore so added. The parties acknowledge that the Applicable Premium represents provided for under this Indenture is believed to represent a good faith, reasonable genuine estimate and calculation of the lost profits or damages of the Lenders and losses that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost suffered by the Lenders beneficial holders as a result of the Issuer’s and the Guarantors’ breach of its obligations under this Indenture. The Issuer and the Guarantors waive, to the fullest extent permitted by law, the benefit of any Applicable Premium Trigger Eventstatute affecting its liability hereunder or the enforcement hereof. Nothing in this paragraph is intended to limit, restrict, or condition any of the Issuer’s and the Guarantors’ obligations, rights or remedies hereunder.

Applicable Premium. (i) Upon the occurrence of an Applicable Premium Trigger Event, the Borrowers shall pay to the Administrative Agent, for the ratable account of the LendersLenders in accordance with their Pro Rata Shares (solely in respect of the Term Loans), the Applicable Premium. Without limiting the generality of the foregoing and notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is understood and agreed that if the Obligations are accelerated as a result of the occurrence and continuance of any Event of Default (including by operation of law or otherwise), the Applicable Premium, if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. ii) Any Applicable Premium payable in accordance with this Section 2.05(g2.06(d) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, Event and the Borrowers and the other Loan Parties agree that it is reasonable under the circumstances currently existing. THE BORROWERS AND THE OTHER LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. (iii) The Applicable Premium, if any, 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 Borrowers and the other Loan Parties expressly agree that that: (iA) the Applicable Premium is reasonable and is the product of an arm’s 's length transaction between sophisticated business people, ably represented by counsel, ; (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium, ; (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.05(g), paragraph; (vE) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the Term LoanCommitments and make the Loans, and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of any such Applicable Premium Trigger Event.. (iv) Nothing contained in this Section 2.06(d) shall permit any prepayment of the Loans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document. (e)

Applicable Premium. Upon In the occurrence event of an Applicable Premium Trigger Event, the Borrowers Issuer shall pay to Agentthe Trustee, for payment to the ratable account Holders of the LendersSecurities, the aggregate principal amount of the Securities being or required to be redeemed, repurchased or otherwise paid plus the Applicable PremiumPremium (without duplication). Without limiting the generality of the foregoing and notwithstanding anything to the contrary in this Agreement or any other Loan DocumentSection 10.01, it is understood and agreed that if the Obligations Securities are accelerated as a result of the occurrence and continuance of any an Event of Default (including, but not limited to Section 5.01(i), Section 5.01(j) or upon the occurrence or commencement of any bankruptcy or insolvency proceeding or other event pursuant to any applicable Debtor Relief Laws (including the acceleration of claims by operation of law or otherwiselaw)), the Applicable Premium, if any, determined as of the date of acceleration, will also be Securities that become due and payable and will be treated and deemed as though shall include the Term Loans were prepaid Applicable Premium determined as of such date if the Securities were optionally redeemed pursuant to this Article 10 on such date, which shall become immediately due and payable by the Issuer and the Guarantors and shall constitute part of the Obligations for all purposes hereinas if the Securities were being optionally redeemed or repaid as of such date, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a good faith reasonable estimate and calculation of each beneficial holder’s lost profits and/or actual damages as a result thereof. Any The Applicable Premium shall also be 128 automatically and immediately due and payable if the Obligations are satisfied or released by foreclosure (whether by power of judicial proceeding or otherwise), deed in lieu of foreclosure, or by any other means in connection with an Event of Default described in the preceding sentence, including without limitation, under a plan of reorganization or similar manner in any bankruptcy, insolvency or similar proceeding. The Applicable Premium payable in accordance with pursuant to this Section 2.05(g) Indenture shall be presumed to be equal to the liquidated damages sustained by the Lenders each beneficial holder as the result of the occurrence early repayment or prepayment of the Applicable Premium Trigger Event, Securities (and not unmatured interest or a penalty) and the Borrowers Issuer and the other Loan Parties Guarantors agree that it is reasonable under the circumstances currently existing. If the Applicable Premium becomes due and payable pursuant to this Indenture, the Applicable Premium shall be deemed to be principal of the Securities and Obligations under this Indenture and interest shall accrue on the full principal amount of the Securities (including the Applicable Premium). In the event the Applicable Premium is determined not to be due and payable by order of any court of competent jurisdiction, including, without limitation, by operation of the Bankruptcy Code, the Applicable Premium shall nonetheless constitute Obligations under this Indenture for all purposes hereunder. THE BORROWERS ISSUER AND THE OTHER LOAN PARTIES GUARANTORS 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 FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Applicable Premium, if any, 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 Borrowers Issuer and the other Loan Parties Guarantors expressly acknowledge and agree that (ito the fullest extent they may lawfully do so) that: (A) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (iiB) the Applicable Premium shall each be payable under the circumstances described herein notwithstanding the then prevailing market rates at the time payment or redemption is made, (iiiC) there has been a course of conduct between Lenders the beneficial holders, the Issuer and the Loan Parties Guarantors giving specific consideration in this transaction for such agreement to pay the Applicable Premium under the circumstances described herein, (D) the Applicable Premium shall not constitute unmatured interest, whether under section 502(b) of the Bankruptcy Code or otherwise, (E) the Applicable Premium does not constitute a penalty or an otherwise unenforceable or invalid obligation, (F) the Issuer and the Guarantors shall not challenge or question, or support any other person in challenging or questioning, the validity or enforceability of the Applicable Premium or any similar or comparable prepayment fee under the circumstances described herein, and the Issuer and the Guarantors shall be estopped from raising or relying on any judicial decision or ruling questioning the validity or enforceability of any prepayment fee similar or comparable to the Applicable Premium, and (ivG) the Loan Parties Issuer and the Guarantors shall be estopped hereafter from claiming differently than as agreed to in this Section 2.05(g), (v) their paragraph. The Issuer and the Guarantors expressly acknowledge that its agreement to pay or guarantee the payment of the Applicable Premium is to the beneficial holders as herein described are individually and collectively a material inducement to the Lenders beneficial holders to provide purchase the Term Loan, Securities. Any reference to “par” will include any Applicable Premium or accrued and (vi) unpaid interest that is added to principal theretofore so added. The parties acknowledge that the Applicable Premium represents provided for under this Indenture is believed to represent a good faith, reasonable genuine estimate and calculation of the lost profits or damages of the Lenders and losses that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost suffered by the Lenders beneficial holders as a result of the Issuer’s and the Guarantors’ breach of its obligations under this Indenture. The Issuer and the Guarantors waive, to the fullest extent permitted by law, the benefit of any Applicable Premium Trigger Eventstatute affecting its liability hereunder or the enforcement hereof. Nothing in this paragraph is intended to limit, restrict, or condition any of the Issuer’s and the Guarantors’ obligations, rights or remedies hereunder.

Applicable Premium. Upon (i) In the event that all or any portion of the principal of the Loan is repaid or 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), such repayments or prepayments will be made together with a premium equal to 5% of the amount repaid or prepaid (the “Applicable 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 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 Premium Trigger Event, the Borrowers shall pay to Agent, for the ratable account as if such acceleration or other occurrence were a voluntary prepayment of the Lenders, the Applicable PremiumLoans accelerated or otherwise becoming due. Without limiting the generality of the foregoing and notwithstanding anything to the contrary in this Agreement or any other Loan Documentforegoing, it is understood and agreed that if the Obligations Loans are accelerated as a result of the occurrence and continuance 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 or otherwiselaw)), the Applicable Premium, if any, determined as Premium applicable with respect to a voluntary prepayment of the date of acceleration, Loans will also be due and payable and will be treated and deemed 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 for all purposes hereinObligations, 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 Applicable Premium premium payable in accordance with this Section 2.05(g) above shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, each Lender and the Borrowers and the other Loan Parties agree Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWERS AND THE OTHER LOAN PARTIES EXPRESSLY WAIVE (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Applicable Premium, if any, 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 Borrowers and the other Loan Parties expressly agree that (i) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Applicable 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 Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium, (iv) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.05(g), (v) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the Term Loan, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of any Applicable Premium Trigger Event.

Applicable Premium. Upon the occurrence of an Applicable Premium Trigger Event, the Borrowers Borrower shall pay to Administrative Agent, for the ratable account of the Lenders, the Applicable Premium. Without limiting the generality of the foregoing Sections 3.3(a) and (b), and notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is understood and agreed that if the Obligations are accelerated as a result of the occurrence and continuance of any Event of Default (including by operation of law or otherwise), the Applicable Premium, if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Premium payable in accordance with this Section 2.05(g3.3(f) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and the Borrowers Borrower and the other Loan Parties agree that it is reasonable under the circumstances currently existing. THE BORROWERS AND THE OTHER LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Applicable Premium, if any, 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 BORROWERS AND THE OTHER LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrowers Borrower and the other Loan Parties expressly agree that (iA) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iiiC) there has been a course of conduct between Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium, (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.05(g3.3(f), (vE) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the Commitments and make the Term LoanLoans, and (viF) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of any such Applicable Premium Trigger Event.

Applicable Premium. Upon the occurrence making of an Applicable Premium Trigger Eventany prepayment in accordance with Section 2.6 or otherwise (including, without limitation, as a result of acceleration and/or as otherwise contemplated below) at any time prior to the first anniversary of the Closing Date, the Borrowers Borrower shall pay to Agent, for the ratable account of the LendersLenders in accordance with their Pro Rata Percentage, the Applicable PremiumMake-Whole Amount. Without limiting the generality of the foregoing and notwithstanding Notwithstanding anything to the contrary in this Agreement or any other Loan Documentherein, it is understood the Borrower acknowledges and agreed agrees that if payment of the Obligations are is accelerated as a result or the Term Loan and other Obligations otherwise become due prior to the first anniversary of the occurrence and continuance Closing Date, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law applicable law)) or otherwise), the Applicable Premium, if any, determined as Make-Whole Amount with respect to any optional repayment or prepayment of the date of acceleration, Term Loan will also be due and payable and will be treated and deemed immediately as though the Term Loans Loan were prepaid as (regardless of such date whether all or any portion of the Term Loan were or will be paid or prepaid) and shall constitute part of the Obligations for all purposes hereinObligations, 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 Applicable Premium The Make-Whole Amount payable in accordance with this Section 2.05(g) above shall be presumed to be equal to the liquidated damages sustained by the Lenders each Lender as the result of the occurrence of the Applicable Premium Trigger Event, early redemption and the Borrowers and the other Loan Parties agree that it is reasonable under the circumstances currently existing. THE BORROWERS AND THE OTHER LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Applicable Premium, if any, Make-Whole Amount shall also be payable immediately in the event the Obligations (and/or this Agreement) Term Loans are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other meansmeans on any date prior to the first anniversary of the Closing Date. EACH OF THE LOAN PARTIES EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING MAKE-WHOLE AMOUNT IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrowers and the other Loan Parties expressly agree that (ito the fullest extent they may lawfully do so) that: (A) the Applicable Premium Make-Whole Amount is reasonable and is the product of an arm’s arm’s-length transaction between sophisticated business people, ably represented by counsel, ; (iiB) the Applicable Premium Make-Whole Amount shall be payable notwithstanding the then then-prevailing market rates at the time payment is made, ; (iiiC) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium, Make-Whole Amount; and (ivD) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.05(g), (v) their paragraph. The Loan Parties expressly acknowledge that the Borrower’s agreement to pay the Applicable Premium Make-Whole Amount to the Lenders as herein described is a material inducement to the Lenders to provide the Term Loan. For the avoidance of doubt, (i) each reference to the Term Loan in this paragraph shall include all interest (if any) that has been capitalized and added to the principal of the Term Loan from time to time and (viii) from and after the Applicable Premium represents a good faith, reasonable estimate and calculation first anniversary of the lost profits Closing Date, the Make-Whole Amount may no longer become due or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of any Applicable Premium Trigger Eventpayable under this Section 2.5.