Common use of Call Protection Clause in Contracts

Call Protection. In the event that all or any portion of the Closing Date Term Loans are repaid, prepaid or accelerated 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 (other than mandatory prepayments pursuant to Section 2.05(2)(a) or (c) or amortization payments pursuant to Section 2.07) the Borrower shall pay to the Administrative Agent, for the benefit of Lenders holding such Closing Date Term Loans as an inducement for making the Closing Date Term Loans (and not as a penalty) an amount equal to the Prepayment Premium, which Prepayment Premium shall be fully earned, and due and payable, on the date of such payment or prepayment, or on the date such payment or prepayment is required to be made, as applicable, and non-refundable when made; provided, that no Prepayment Premium shall be payable with respect to the first $50,000,000 of prepayments of Closing Date Term Loans that occur in connection with a Qualifying IPO. If the Loans are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the amount of principal of and premium on the Loans that becomes due and payable shall equal 100% of the principal amount of the Loans plus the Prepayment Premium in effect on the date of such acceleration or such other prior due date, as if such acceleration or other occurrence were a voluntary prepayment of the Loans accelerated or otherwise becoming due. Without limiting the generality of the foregoing, it is understood and agreed that if the Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to a voluntary prepayment of the Loans will also be due and payable on the date of such acceleration or such other prior due date as though the Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Lender as the result of the early prepayment and the Borrower agrees that it is reasonable under the circumstances currently existing. The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph.

Call Protection. In the event that all or any portion of the Closing Date Term principal of the Loans are repaidis (i) voluntarily prepaid under Section 2.1(c), (ii) prepaid or accelerated for any reason, including under Section 2.3(a) (other than as a result of any mandatory prepayments, voluntary prepayments, payments made following acceleration Disposition pursuant to clause (g) or (h) of the Loans definition of “Permitted Dispositions”), Section 2.3(b) (other than as a result of receipt of any Extraordinary Receipts under clause (a) or after (b) of the definition thereof) or Section 2.3(c), (iii) accelerated in accordance with Article XI (including, without limitation, automatic acceleration upon an Event of Default (other than mandatory prepayments pursuant to under Section 2.05(2)(a) 10.6 or (c) or amortization payments pursuant to Section 2.07) the Borrower shall pay to the Administrative Agent, for the benefit operation of Lenders holding such Closing Date Term Loans as an inducement for making the Closing Date Term Loans (and not as a penalty) an amount equal to the Prepayment Premium, which Prepayment Premium shall be fully earned, and due and payable, on the date of such payment or prepayment, or on the date such payment or prepayment is required to be made, as applicable, and non-refundable when made; provided, that no Prepayment Premium shall be payable with respect to the first $50,000,000 of prepayments of Closing Date Term Loans that occur in connection with a Qualifying IPO. 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 law upon the occurrence of a bankruptcy or insolvency event event) or (including iv) satisfied or released by foreclosure (whether by power of judicial proceeding) or deed in lieu of foreclosure, Borrowers shall be required to pay (A) the acceleration Make Whole Amount if such prepayment, acceleration, satisfaction or release occurs on or prior to the 30-month anniversary of claims by operation the Closing Date or (B) the Applicable Prepayment Premium if such prepayment, acceleration, satisfaction or release occurs after the 30-month anniversary of law))the Closing Date (the Make Whole Amount, the amount Applicable Prepayment Premium, the Change of principal of Control Premium and premium on the Loans that becomes due and payable shall equal 100% of the principal amount of the Loans plus the Prepayment Premium in effect on the date of such acceleration or such other prior due dateEquity Claw Premium, as if such acceleration or other occurrence were a voluntary prepayment of the Loans accelerated or otherwise becoming duecase may be, the “Prepayment Premium”). Without limiting the generality of the foregoing, it It is understood and agreed that if the Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to at the time of a voluntary prepayment of the Loans will also be due and payable on the date of such acceleration prepayment, acceleration, satisfaction or such other prior due date as though the Loans were voluntarily prepaid as of such date and release shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any premium Prepayment Premium payable above under the terms of this Agreement shall be presumed to be the liquidated damages sustained by each Lender as the result of the early prepayment termination, and the Borrower agrees Borrowers agree that it is reasonable under the circumstances currently existing. The Borrower EACH LOAN PARTY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH SUCH PREPAYMENT PREMIUM OR ACCELERATION. Borrowers expressly agrees agree (to the fullest extent it that they may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then then-prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Borrower Borrowers giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Borrower Borrowers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Borrowers expressly acknowledge that their agreement to pay the Prepayment Premium to Lenders as herein described is a material inducement to Lenders to provide the Commitments and make the Loans. For the avoidance of doubt, Agent shall have no obligation to calculate, or to verify Borrowers’ or any Lender’s calculation of, any Prepayment Premium due under this Agreement.

Call Protection. In If, after the event that all or any portion 18 month anniversary of the Closing Date Term Loans are repaidDate, prepaid or accelerated Borrowers pay, for any reasonreason (including, including as a result but not limited to, any optional or mandatory payment after the occurrence of any mandatory prepayments, voluntary prepayments, payments made following acceleration of the Loans or after an Event of Default or after acceleration), all or any part of the principal balance of any Term Loan and/or any Commitment is reduced or terminated (other than mandatory (i) the termination of any Term Loan Commitments on the Closing Date or on the date of the full funding of such Commitment or (ii) with respect to prepayments made pursuant to Section 2.05(2)(a) or (c) or amortization payments pursuant to Section 2.07) the Borrower 2.13(e)), Company shall pay to the Administrative Service Agent, for the benefit of all Lenders holding entitled to a portion of such Closing Date Term Loans prepayment or reduction a prepayment premium (the “Prepayment Premium”) on the amount so prepaid or reduced as an inducement for making follows: Relevant period (number of calendar months Prepayment Premium as a elapsed since the Closing Date Term Loans (Date) percentage of the amount so prepaid After 18 and not as a penalty) an amount equal to the Prepayment Premium, which Prepayment Premium shall be fully earned, and due and payable, on the date of such payment or prepayment, or on the date such payment or prepayment is required to be made, as applicable, and non-refundable when made; provided, that no Prepayment Premium shall be payable with respect to the first $50,000,000 of prepayments of Closing Date Term Loans that occur in connection with a Qualifying IPO. If the Loans are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default (including upon the occurrence of a bankruptcy 31 3.0 % on or insolvency event (including the acceleration of claims by operation of law)), the amount of principal of after 31 and premium prior to 49 1.0 % on the Loans that becomes due and payable shall equal 100or after 49 0.0 % of the principal amount of the Loans plus the Prepayment Premium in effect on the date of such acceleration or such other prior due date, as if such acceleration or other occurrence were a voluntary prepayment of the Loans accelerated or otherwise becoming due. Without limiting the generality of the foregoing, it is understood and agreed that if the Loans Obligations are accelerated for any reason, including because of default, sale, disposition or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default encumbrance (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims that by operation of law)law or otherwise), the Yield Maintenance Premium, if any, and Prepayment Premium applicable with respect to a voluntary prepayment Premium, if any, determined as of the Loans date of acceleration will also be due and payable on the date of such acceleration or such other prior due date as though the Loans were said Indebtedness was voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any premium Yield Maintenance Premium and Prepayment Premium payable above in accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early prepayment termination and the Borrower agrees Borrowers agree that it is reasonable under the circumstances currently existing. The Borrower Yield Maintenance Premium, if any, and Prepayment Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement or the Notes evidencing the Obligations) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE BORROWERS EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING YIELD MAINTENANCE PREMIUM AND PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrowers expressly agrees (to the fullest extent it may lawfully do so) agree that: (A) the Yield Maintenance Premium and Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Yield Maintenance Premium and Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Borrower Borrowers giving specific consideration in this transaction for such agreement to pay the Yield Maintenance Premium and Prepayment Premium; and (D) the Borrower Borrowers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Borrowers expressly acknowledge that their agreement to pay the Yield Maintenance Premium and Prepayment Premium to Lenders as herein described is a material inducement to Lenders to provide the Commitments and make the Loans.

Call Protection. In the event that all or any portion of the Closing Date Term Loans are repaid, prepaid or accelerated for any reason, including as a result of any mandatory prepayments, voluntary prepayments, payments made following acceleration principal of the Loans is (i) voluntarily prepaid under Section 2.06(a), (ii) prepaid under Section 2.07(a), Section 2.07(b), Section 2.07(c), Section 2.07(d) or after Section 2.07(e), (iii) accelerated in accordance with Article VII (including, without limitation, automatic acceleration upon an Event of Default (other than mandatory prepayments pursuant to under Section 2.05(2)(a7.01(f) or (cSection 7.01(g) or amortization payments pursuant to Section 2.07) the Borrower shall pay to the Administrative Agent, for the benefit operation of Lenders holding such Closing Date Term Loans as an inducement for making the Closing Date Term Loans (and not as a penalty) an amount equal to the Prepayment Premium, which Prepayment Premium shall be fully earned, and due and payable, on the date of such payment or prepayment, or on the date such payment or prepayment is required to be made, as applicable, and non-refundable when made; provided, that no Prepayment Premium shall be payable with respect to the first $50,000,000 of prepayments of Closing Date Term Loans that occur in connection with a Qualifying IPO. 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 law upon the occurrence of a bankruptcy or insolvency event event) or (including the acceleration iv) satisfied or released by foreclosure (whether by power of claims by operation of law)judicial proceeding), deed in lieu of foreclosure or by any other means, the amount of principal of and premium Borrower shall be required to pay (A) the Make Whole Amount if such prepayment, acceleration, satisfaction or release occurswith respect to (1) any Loans made on the Loans that becomes due and payable shall equal 100% Closing Date occurs on or prior to the third anniversary of the principal amount Closing Date or (2) any Second Amendment Loans occurs on or after March 31, 2022 and on or prior to the third anniversary of the Loans plus Closing Date or (B) the Applicable Prepayment Premium in effect if such prepayment, acceleration, satisfaction or release occurswith respect to (1) any Loans made on the date Closing Date occurs after the third anniversary of such acceleration the Closing Date or such other prior due date(2) any Second Amendment Loans occurs after the Second Amendment Effective Date through March 30, 2022 or after the third anniversary of the Closing Date (the Make Whole Amount and the Applicable Prepayment Premium, as if such acceleration or other occurrence were a voluntary prepayment the case may be, the “Prepayment Premium”); provided, that prepayments of the Loans accelerated or otherwise becoming dueoutstanding PIK Interest that have been accrued and capitalized pursuant to Section 2.11(d) shall not be subject to any Prepayment Premium. Without limiting the generality of the foregoing, it It is understood and agreed that if the Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to at the time of a voluntary prepayment of the Loans will also be due and payable on the date of such acceleration prepayment, acceleration, satisfaction or such other prior due date as though the Loans were voluntarily prepaid as of such date and release shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any premium Prepayment Premium payable above under the terms of this Agreement shall be presumed to be the liquidated damages sustained by each Lender as the result of the early prepayment termination, and the Borrower agrees that it is reasonable under the circumstances currently existing. EACH LOAN PARTY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH SUCH PREPAYMENT OR ACCELERATION. The Borrower expressly agrees (to the fullest extent that it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then then-prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Borrower expressly acknowledges that its agreement to pay the Prepayment Premium to the Lenders as herein described is a material inducement to the Lenders to provide the Commitments and make the Loans. For the avoidance of doubt, the Disbursing Agent shall have no obligation to calculate, or to verify the Borrower’s or any Lender’s calculation of, any Prepayment Premium due under this Agreement.

Call Protection. In If Company pays or is required to pay, for any reason (including, but not limited to, any voluntary, optional or mandatory payment or after acceleration of the event that Loans, but excluding any mandatory prepayment made pursuant to Section 2.13(b), (f), or (g)), all or any portion part of the Closing Date Term Loans are repaid, prepaid or accelerated for any reason, including as a result principal balance of any mandatory prepaymentsLoan on or prior to the Maturity Date, voluntary prepayments, payments made following acceleration of the Loans or after an Event of Default (other than mandatory prepayments pursuant to Section 2.05(2)(a) or (c) or amortization payments pursuant to Section 2.07) the Borrower Company shall pay to the Administrative Agent, for the benefit of all Lenders holding entitled to a portion of such prepayment a prepayment premium (the “Prepayment Premium”) on the amount so prepaid as follows: Relevant period (number of calendar months elapsed since the Closing Date) Prepayment Premium as a percentage of the amount so prepaid after Closing Date Term Loans as an inducement for making the Closing Date Term Loans (and not as a penalty) an amount equal to the Prepayment Premium, which Prepayment Premium shall be fully earned, and due and payable, on the date of such payment or prepayment, or on the date such payment or prepayment is required to be made, as applicable, and non-refundable when made; provided, that no Prepayment Premium shall be payable with respect to the first $50,000,000 of prepayments of Closing Date Term Loans that occur in connection with a Qualifying IPO. If the Loans are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default (including upon the occurrence of a bankruptcy month 24 3.00% after month 24 and on 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 100prior to month 36 1.00% of the principal amount of the Loans plus the Prepayment Premium in effect on the date of such acceleration or such other prior due date, as if such acceleration or other occurrence were a voluntary prepayment of the Loans accelerated or otherwise becoming due. Thereafter 0.00% Without limiting the generality of the foregoing, it is understood and agreed that if the Loans Obligations are accelerated for any reason, including because of default, sale, disposition or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default encumbrance (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)law or otherwise) or automatic acceleration as a result of Section 8.1(f) or 8.1(g), the applicable Prepayment Premium applicable with respect to a voluntary prepayment Premium, determined as of the Loans date of acceleration will also be due and payable on the date of such acceleration or such other prior due date as though the Loans were said Indebtedness was voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any premium Prepayment Premium payable above in accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early prepayment termination and the Borrower Company agrees that it is reasonable under the circumstances currently existing. The Borrower Prepayment Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement or the Notes evidencing the Obligations) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE COMPANY EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company expressly agrees (to the fullest extent it may lawfully do so) that: (Ai) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (Bii) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (Ciii) there has been a course of conduct between the Lenders and the Borrower Company giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (Div) the Borrower Company shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company expressly acknowledges that its agreement to pay the Prepayment Premium to Lenders as herein described is a material inducement to Lenders to provide the Commitments and make the Loans.