Common use of Prepayment Fee Clause in Contracts

Prepayment Fee. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the Loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Borrower has the right to prepay the Loan in whole or in part at any time; provided, however, that during the first Six (6) months of the Loan term, Borrower must pay to Lender at the time the prepayment is made and as a condition of Borrower’s right to prepay, a prepayment fee equal to One percent (1.00%) of the amount of principal prepaid. ANY PREPAYMENT FEE SHALL APPLY NOT ONLY IN THE CASE OF VOLUNTARY PREPAYMENT, BUT ALSO IF THE LOAN BECOMES DUE AND PAYABLE IN FULL BY REASON OF ACCELERATION UPON THE OCCURRENCE OF AN EVENT OF DEFAULT (AS HEREIN DEFINED) OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, UPON OCCURRENCE OF A TRANSFER OF THE PROPERTY, WHETHER VOLUNTARILY OR INVOLUNTARILY OR OTHERWISE. In such case, the Prepayment Fee shall be calculated as of the date of an Event of Default, or other event or condition triggering acceleration, and until paid in full shall accrue interest at the Default Rate. Whether prepayment is voluntary or involuntary, in no event shall the amount of the Prepayment Fee, or the method of calculating the Prepayment Fee, result in a reduction of the outstanding principal balance, accrued and unpaid interest, or other amounts due as of the date of prepayment. Absent material and manifest error, Lender’s determination of the Prepayment Fee shall be binding and conclusive on Borrower and anyone else having an interest in the determination. Any such prepayment shall not result in a reamortization, deferral, postponement, suspension, or waiver of any and all other payments due under the Loan.

Prepayment Fee. Borrower agrees that Except as otherwise provided in the last sentence of this subsection 2.3C, if Borrowers pay after acceleration or prepay all loan fees and other prepaid finance charges are earned fully as or any portion of the date Term Loans, whether voluntarily or involuntarily and whether (in the case of a prepayment) before or after acceleration of the Loan and will not be subject to refund upon early payment (whether voluntary Obligations, or as a result of default), except as otherwise required by law. Borrower has the right to prepay the Loan in whole or in part at if any time; provided, however, that during the first Six (6) months of the Term Delayed Draw Loan termCommitments are otherwise terminated or partially reduced by Borrowers, Borrower must Borrowers shall pay to Lender at Administrative Agent (for the time ratable benefit of those Term Lenders whose Term Loans are being prepaid or repaid) as liquidated damages and compensation for the prepayment is made and as a condition costs of Borrower’s right being prepared to prepay, a prepayment fee make funds available hereunder an amount equal to One percent the Applicable Percentage (1.00%as defined below) of multiplied by the amount of principal prepaid. ANY PREPAYMENT FEE SHALL APPLY NOT ONLY IN THE CASE OF VOLUNTARY PREPAYMENT, BUT ALSO IF THE LOAN BECOMES DUE AND PAYABLE IN FULL BY REASON OF ACCELERATION UPON THE OCCURRENCE OF AN EVENT OF DEFAULT (AS HEREIN DEFINED) OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, UPON OCCURRENCE OF A TRANSFER OF THE PROPERTY, WHETHER VOLUNTARILY OR INVOLUNTARILY OR OTHERWISE. In such case, the Prepayment Fee shall be calculated as of the date of an Event of Default, or other event or condition triggering acceleration, and until paid in full shall accrue interest at the Default Rate. Whether prepayment is voluntary or involuntary, in no event shall the amount of the Prepayment Feeoutstanding Term Loans paid after acceleration or prepaid or, without duplication, Term Delayed Draw Loan Commitments terminated or partially reduced by Borrowers. As used herein, the term “Applicable Percentage” shall mean (x) one percent (1%) in the case of a repayment, prepayment, termination or reduction on or prior to December 31, 2007, (y) three-quarters of one percent (0.75%), in the case of a repayment, prepayment , termination or reduction after December 31, 2007 but on or prior to December 31, 2008, and (z) zero percent (0%), in the case of a repayment, prepayment, termination or reduction after December 31, 2008. The Borrowers agree that the Applicable Percentages are a reasonable calculation of Term Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early prepayment of the Tem Loans or early termination of the Term Loan Commitments. Notwithstanding the foregoing, (i) no prepayment fee shall be payable by Borrowers upon (x) any mandatory payments or prepayment made pursuant to subsection 2.4A or subsection 2.4B(iii) (except subsection 2.4B(iii)(d) with respect to debt incurred in connection with the refinancing of the Obligations pursuant to a new credit facility); provided that in the case of such mandatory prepayment the transactions giving rise thereto are permitted hereunder, (y) any prepayment required by any order of a Governmental Authority, or (z) any prepayment pursuant to subsection 10.7B and (ii) if the method Obligations are refinanced pursuant to a new credit facility, each of calculating the Prepayment Fee, result those Term Lenders participating in a reduction of the outstanding principal balance, accrued and unpaid interest, or other amounts due as of the date of prepayment. Absent material and manifest error, Lender’s determination of the Prepayment Fee shall be binding and conclusive on Borrower and anyone else having an interest in the determination. Any such prepayment refinancing shall not result in a reamortization, deferral, postponement, suspension, or waiver be entitled to any amounts payable under this subsection 2.3C arising out of any and all other payments due under the Loansuch refinancing.

Prepayment Fee. Borrower agrees that all loan fees and other prepaid finance charges are earned fully Provided that, (i) the Note is current as of the date -------------- of such prepayment, (ii) the Loan and will not be subject to refund upon early payment Borrower gives Lender thirty (whether voluntary or as a result 30) days' prior written notice of default), except as otherwise required by law. Borrower has the right to prepay the Loan in whole or in part at any time; provided, however, that during the first Six (6) months of the Loan term, Borrower must pay to Lender at the time the prepayment is made and as a condition of Borrower’s right its intent to prepay, (iii) except as to a prepayment fee equal to One percent (1.00%) in full of all Obligations, no Event of Default shall have occurred, and there shall have occurred no event that, but for the amount passage of principal prepaid. ANY PREPAYMENT FEE SHALL APPLY NOT ONLY IN THE CASE OF VOLUNTARY PREPAYMENTtime or the giving of notice, BUT ALSO IF THE LOAN BECOMES DUE AND PAYABLE IN FULL BY REASON OF ACCELERATION UPON THE OCCURRENCE OF AN EVENT OF DEFAULT (AS HEREIN DEFINED) OR OTHERWISEor both, INCLUDING, WITHOUT LIMITATION, UPON OCCURRENCE OF A TRANSFER OF THE PROPERTY, WHETHER VOLUNTARILY OR INVOLUNTARILY OR OTHERWISE. In such case, the Prepayment Fee shall be calculated as of the date of could constitute an Event of Default, and (iv) the Borrower pays to Lender the Prepayment Fee (as hereinafter defined), Borrower shall be entitled to prepay all of a Note or other event or condition triggering accelerationthe allocated portion of a Note with respect to an Identified Site. With respect to any prepayment, and until paid in full shall accrue interest at the Default Rate. Whether prepayment is voluntary or involuntaryBorrower shall, in no event shall addition to the amount prepaid, pay to Lender a prepayment fee (the "Prepayment Fee") equal in amount to the sum of: (a) the positive difference, if any, of (i) the present value on the date of prepayment in the aggregate of the then remaining installments of principal and interest due hereunder with respect to the amount of outstanding principal to be prepaid, discounted to said date using a discount rate equal to the Treasury Rate plus 450 basis points (as hereinafter defined), less (ii) the amount of the Prepayment Feeoutstanding principal prepaid; plus (b) the following, (1) as to any prepayment made from the date hereof through but not including the first anniversary of the date hereof (the first year of the Loan), or the method of calculating the Prepayment Fee, result in a reduction three percent (3%) of the outstanding principal balance, accrued and unpaid interest, or other amounts due balance prepaid on such Notes; (2) as to any prepayment made from the first anniversary of the date of prepayment. Absent material and manifest error, Lender’s determination hereof through but not including the second anniversary of the Prepayment Fee date hereof (year two of the Loan), two percent (2%) of the outstanding principal balance prepaid on such Notes; (3) as to any prepayment made from the second anniversary of the date hereof through but not including the fourth anniversary of the date hereof (years three through four of the Loan), one percent (1%) of the outstanding principal balance prepaid on such Notes; and (4) as to any prepayment made after the fourth anniversary of the date hereof through but not including the Maturity date hereof (year seven of the Loan), zero percent (0%) of the outstanding principal balance prepaid on such Notes. Upon the prepayment by Borrower in accordance with the foregoing provisions of the allocated portion of a Note with respect to a particular Identified Site, Lender shall cause the Mortgage encumbering such Identified Site to be binding released or reconveyed and conclusive on Borrower and anyone else having an the security interest in any Collateral located on or otherwise related to that Identified Site to be terminated, including the determinationmodification of any UCC filings with respect to such security interest to terminate the filing with respect to such portion of the Collateral. Any At the option and expense of Borrower, any such prepayment shall not result may be effectuated through an escrow in a reamortization, deferral, postponement, suspension, or waiver of any which the prepayment amount and all other payments due under the LoanMortgage and Collateral release documents are exchanged.

Prepayment Fee. (a) Subject to paragraphs (d) and (e) below, if all or any part of the Loan is prepaid during the period commencing on the First Utilisation Date and ending on the date falling 24 months from the First Utilisation Date (the 24 Month Date) pursuant to: (i) clause 7.1 (Voluntary Prepayments); (ii) clause 7.2 (Mandatory Prepayment on Change of Control); (iii) clause 7.5 (Mandatory prepayment: Permitted Sale); Ashurst (iv) clause 7.6 (Mandatory prepayment: Underlying Redemption), to the extent the applicable Underlying Redemption was a voluntary redemption of the Underlying Notes, the Borrower agrees that all loan fees and other prepaid finance charges are earned fully as shall pay to the Facility Agent (for the account of the Lenders under the Loan) on the date of prepayment, a prepayment fee calculated in the case of any such prepayment made prior to the 24 Month Date in an amount equal to the applicable Make-Whole Amount in respect of the amount prepaid. (b) Subject to paragraphs (d) and (e) below, if all or any part of the Loan is prepaid during the period commencing on the First Utilisation Date and will not be subject ending on the 24 Month Date pursuant to refund upon early payment clause 7.6 (whether voluntary or Mandatory prepayment: Underlying Redemption), to the extent the applicable Underlying Redemption was a mandatory redemption of the Underlying Notes pursuant to clause 5.1 (Exit) of the Underlying Notes, the Borrower shall pay to the Facility Agent (for the account of the Lenders under the Loan) on the date of prepayment, a prepayment fee calculated in the case of any such prepayment made prior to the 24 Month Date in an amount equal to the lower of (i) 1.00 per cent. of the principal amount of the Loan prepaid pursuant to this paragraph (B) and (ii) the Make-Whole Amount. (c) Subject to paragraph (d) below, if: (i) the Maturity Date has been extended to the First Extended Maturity Date in accordance with the terms of this Agreement and all of the Loans are voluntarily prepaid during the period commencing after the 24 Month Date and ending on the date falling 36 months after the First Utilisation Date (the 36 Month Date); or (ii) the Maturity Date has been extended to the Second Extended Maturity Date in accordance with the terms of this Agreement and all of the Loans are voluntarily prepaid during the period commencing after the 36 Month Date and ending on the date falling 48 months after the First Utilisation Date (the 48 Month Date), in each case, as a result of default), except as otherwise required by law. Borrower has the right to prepay the Loan a refinancing (in whole or in part at any time; provided, however, that during the first Six (6part) months of the Loan termFacility provided by a person which is not a Lender or an Affiliate and/or Related Fund of a Lender, the Borrower must shall pay to Lender at the time Facility Agent, on the date of prepayment is made and as a condition (for the account of Borrower’s right to prepaythe Lenders under the Loan), a prepayment fee calculated in the case of any such prepayment made prior to the 36 Month Date or 48 Month Date (as applicable) in an amount equal to One percent the Make-Whole Amount. (1.00%d) No fee shall be payable under paragraph (a), (b) or (c) above to or for the account of any Lender: (i) if such Lender is a Defaulting Lender; (ii) in respect of any prepayment made as a result of that Lender being an Increased Costs Lender or a Defaulting Lender; (iii) (for the avoidance of doubt) pursuant to any mandatory prepayment pursuant to clause 7 (Prepayment) other than those set out explicitly in paragraphs (a), (b) and (c) above; (iv) in respect of any prepayment made with the proceeds of any financing in which that Lender (or any Affiliate and/or Related Fund of that Lender) has a participation that is at least commensurate with its participation in that part of the Facility that is being prepaid; (v) in respect of any capitalised amounts or any PIK Interest Amount; or Ashurst (vi) to the extent the proceeds of such prepayment are funded from Available Funds. (e) No prepayment fee shall be payable pursuant to paragraphs (a)(iv) or (b) above, if (i) the Borrower has not received payment of its applicable prepayment fee pursuant to the relevant provisions of the Underlying Finance Documents in cleared funds and in euros to which that Underlying Redemption relates or (ii) if condition 7 (Early redemption of premium rebate) of the Underlying Approved Transfer Letter applies in respect of such prepayment amount of principal prepaid. ANY PREPAYMENT FEE SHALL APPLY NOT ONLY IN THE CASE OF VOLUNTARY PREPAYMENT, BUT ALSO IF THE LOAN BECOMES DUE AND PAYABLE IN FULL BY REASON OF ACCELERATION UPON THE OCCURRENCE OF AN EVENT OF DEFAULT received pursuant to the Underlying Finance Documents. (AS HEREIN DEFINEDf) OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, UPON OCCURRENCE OF A TRANSFER OF THE PROPERTY, WHETHER VOLUNTARILY OR INVOLUNTARILY OR OTHERWISE. In such case, the Prepayment Fee The prepayment fee payable under this Agreement pursuant to paragraphs (a)(iv) and/or (b) above shall be calculated as of the date of an Event of Default, or other event or condition triggering acceleration, and until paid in full shall accrue interest at the Default Rate. Whether prepayment is voluntary or involuntary, in no event shall not exceed the amount received by the Borrower (in euros and in cleared funds) in respect of the Prepayment Fee, or the method of calculating the Prepayment Fee, result in a reduction of the outstanding principal balance, accrued and unpaid interest, or other amounts due as of the date of prepayment. Absent material and manifest error, Lender’s determination of the Prepayment Fee shall be binding and conclusive on Borrower and anyone else having an interest in the determination. Any such prepayment shall not result in a reamortization, deferral, postponement, suspension, or waiver of any and all other payments due under the Loanthat Underlying Redemption. (g) In this Agreement:

Prepayment Fee. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as Any voluntary prepayment of the date Outstanding Amount of the Loan and will not be subject Facility made pursuant to refund upon early payment Clause 5.3 (whether Voluntary prepayment) (unless the relevant voluntary prepayment is intended to remedy any non-compliance with a Financial Ratio or as a result of default), except as otherwise required by law. Borrower has the right to prepay the Loan repay in whole full or in part at any time; provided, however, that during the first Six (6) months Outstanding Amount of the Loan termAdditional Tranche) and any mandatory repayment pursuant to Clause 5.2.2 (Mandatory prepayment of the Facility in full in the event of a Change of Control) shall on the relevant repayment date be accompanied by the payment, by the relevant Borrower must pay (or Borrowers, as the case may be) to Lender at the time Agent acting on behalf of the prepayment is made and as a condition Lenders, of Borrower’s right to prepay, a prepayment fee (the Prepayment Fee) equal to One percent to: (1.00a) one per cent (1%) of the amount repaid, if the repayment is made between the Date of principal prepaidthe Original Credit Agreement and the first anniversary of the Date of the Original Credit Agreement (inclusive); (b) zero point seven five per cent (0.75%) of the amount repaid, if the repayment is made between the first anniversary of the Date of the Original Credit Agreement (exclusive) and the second anniversary of the Date of the Original Credit Agreement (inclusive); (c) zero point five per cent (0.50%) of the amount repaid, if the repayment is made between the second anniversary of the Date of the Original Credit Agreement (exclusive) and the third anniversary of the Date of the Original Credit Agreement (inclusive); (d) zero point two five per cent (0.25%) of the amount repaid, if the repayment is made between the third anniversary of the Date of the Original Credit Agreement (exclusive) and the Final Repayment Date of the Initial Tranche; whatever the origin of the funds used for such repayment. ANY PREPAYMENT FEE SHALL APPLY NOT ONLY IN THE CASE OF VOLUNTARY PREPAYMENTNotwithstanding the above, BUT ALSO IF THE LOAN BECOMES DUE AND PAYABLE IN FULL BY REASON OF ACCELERATION UPON THE OCCURRENCE OF AN EVENT OF DEFAULT no Early Repayment fee will be due insofar as (AS HEREIN DEFINEDi) OR OTHERWISEthe voluntary early repayment in question would be made via one or several Subordinate Loans taken out following the Approved Change of Control, INCLUDING, WITHOUT LIMITATION, UPON OCCURRENCE OF A TRANSFER OF THE PROPERTY, WHETHER VOLUNTARILY OR INVOLUNTARILY OR OTHERWISE. In such caseand (ii) by virtue of the voluntary early repayment concerned, the Prepayment Fee shall LTV ratio becomes equal to or lower than 25%, it being specified that the Approved Change in Control must be calculated as completed within three (3) months of the date of an Event said voluntary early cancellation; otherwise the Early Repayment Fee will be payable on expiry of Default, or other event or condition triggering acceleration, and until paid in full shall accrue interest at the Default Rate. Whether prepayment is voluntary or involuntary, in no event shall the amount of the Prepayment Fee, or the method of calculating the Prepayment Fee, result in a reduction of the outstanding principal balance, accrued and unpaid interest, or other amounts due as of the date of prepayment. Absent material and manifest error, Lender’s determination of the Prepayment Fee shall be binding and conclusive on Borrower and anyone else having an interest in the determination. Any such prepayment shall not result in a reamortization, deferral, postponement, suspension, or waiver of any and all other payments due under the Loansaid three (3) month period.

Prepayment Fee. Borrower agrees For the benefit of each Lender, in the event that the Delayed Draw Term Loan Commitments are terminated or Borrowers prepay all loan fees or a part of the Delayed Draw Term Loans (in each case, whether voluntarily by Borrowers, upon Default or otherwise, other than pursuant to a mandatory prepayment pursuant to Section 2.5(c)), an amount (the “Prepayment Fee”) equal to the sum of (x) the amount of the Delayed Draw Term Loan Commitments being terminated plus (y) the principal amount of the Delayed Draw Term Loans being prepaid prior to such termination, multiplied by: (i) 3.00% if such event occurs on or after the Closing Date and other prepaid finance charges are earned fully as on or before the first anniversary of the Closing Date, payable on the date of such termination or prepayment; or (ii) 0% if such event occurs after the Loan and will not be subject to refund upon early payment (whether voluntary or as a result first anniversary of default), except as otherwise required by law. Borrower has the right to prepay the Loan in whole or in part at any time; Closing Date ;provided, however, that during Borrowers shall not be required to pay (x) such applicable Prepayment Fee if the Delayed Draw Term Loans are prepaid in full (and the Delayed Draw Term Loan Commitment terminated) with the proceeds of a construction and project financing for the Projects which GE Capital is a mandated lead arranger and book running manager of such financing, (y) such applicable Prepayment Fee with respect to Delayed Draw Term Loan Commitments or Delayed Draw Term Loans relating to a Borrower and such Borrower’s Project (based on the Line Amount for such Borrower) if the Credit Parties have paid in full the applicable breakup fee to GE Capital for such Project in accordance with the Fee Letter and (z) such applicable Prepayment Fee if the Borrowers have paid in full all of the Obligations prior to the first Six (6) months anniversary of the Loan term, Borrower must pay Closing Date pursuant to Lender at a declaration by the time the prepayment is made Administrative Agent under Section 11.2(a) that such Obligations are then due and payable as a condition of Borrower’s right to prepay, a prepayment fee equal to One percent (1.00%) result of the amount of principal prepaid. ANY PREPAYMENT FEE SHALL APPLY NOT ONLY IN THE CASE OF VOLUNTARY PREPAYMENT, BUT ALSO IF THE LOAN BECOMES DUE AND PAYABLE IN FULL BY REASON OF ACCELERATION UPON THE OCCURRENCE OF AN EVENT OF DEFAULT (AS HEREIN DEFINED) OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, UPON OCCURRENCE OF A TRANSFER OF THE PROPERTY, WHETHER VOLUNTARILY OR INVOLUNTARILY OR OTHERWISE. In such case, the Prepayment Fee shall be calculated as of the date occurrence and continuance of an Event of DefaultDefault under Section 11.1(j) with respect to any Borrower; provided, or other further that in the event or condition triggering acceleration, that the Borrowers elect not to complete the Projects and until paid sell the Equipment and prepay in full the Delayed Draw Term Loans and terminate in full the Delayed Draw Term Loan Commitments on or before the first anniversary of the Closing Date from the proceeds of such sale, then the Prepayment Fee payable shall accrue be equal to the sum of (i) the daily amount of interest at which accrues and is payable on the Default Rate. Whether outstanding Delayed Draw Term Loans being prepaid for the date of prepayment is voluntary or involuntarymultiplied by the number of days remaining from the date of prepayment to and including the first anniversary of the Closing Date, in no event shall plus (ii) the daily amount of the Prepayment Fee, or the method of calculating the Prepayment Fee, result in a reduction of the outstanding principal balance, accrued Unused Delayed Draw Term Loan Commitment Fee that accrues and unpaid interest, or other amounts due as of is payable for the date of prepaymentprepayment multiplied by the number of days remaining from the date of prepayment to and including the first anniversary of the Closing Date. Absent material Each Borrower acknowledges and manifest erroragrees that (i) it would be difficult or impractical to calculate the Lenders’ actual damages from an early termination of the Delayed Draw Term Loan Commitments or the prepayment of the Delayed Draw Term Loans for any reason, Lender’s determination of (ii) the Prepayment Fee shall provided above is intended to be binding fair and conclusive on Borrower reasonable approximation of such damages and anyone else having an interest in (iii) the determination. Any such prepayment shall Prepayment Fee is not result in intended to be a reamortization, deferral, postponement, suspension, or waiver of any and all other payments due under the Loanpenalty.

Prepayment Fee. Borrower agrees that all loan fees and other If any advance under the Term Loan is prepaid finance charges are earned fully as of the date of the Loan and will not be subject to refund upon early payment (whether voluntary or as a result of default)at any time, except as otherwise required by law. Borrower has the right to prepay the Loan in whole or in part at part, for any time; providedreason (whether by voluntary prepayment by Borrowers, however, that during the first Six (6) months by reason of the occurrence of an Event of Default or the acceleration of the Term Loan, or otherwise), or if the Term Loan termshall become accelerated and due and payable in full or if the Lenders’ funding obligations in respect of any unfunded portion of the Term Loan shall terminate prior to the Commitment Expiry Date, Borrower must Borrowers shall pay to Lender at Administrative Agent, for the time benefit of all Lenders committed to make Term Loan advances on the prepayment is made and Closing Date, as a condition compensation for the costs of Borrower’s right such Lenders making funds available to prepayBorrowers under this Agreement, a prepayment fee equal to One percent (1.00%the “Prepayment Fee”) of the amount of principal prepaidcalculated in accordance with this subsection. ANY PREPAYMENT FEE SHALL APPLY NOT ONLY IN THE CASE OF VOLUNTARY PREPAYMENT, BUT ALSO IF THE LOAN BECOMES DUE AND PAYABLE IN FULL BY REASON OF ACCELERATION UPON THE OCCURRENCE OF AN EVENT OF DEFAULT (AS HEREIN DEFINED) OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, UPON OCCURRENCE OF A TRANSFER OF THE PROPERTY, WHETHER VOLUNTARILY OR INVOLUNTARILY OR OTHERWISE. In such case, the The Prepayment Fee shall be calculated equal to the principal amount of the Term Loan being prepaid multiplied by (i) four percent (4.0)% if prepaid prior to the first anniversary of the Closing Date; (ii) two percent (2.0%) if prepaid on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date; and (iii) one percent (1.0%) if prepaid on or after the second anniversary of the Closing Date but prior to the date on which the final amortization payment is due. The Prepayment Fee shall not apply to or be assessed upon any prepayment made by Borrowers (A) if such payments were required by Administrative Agent to be made pursuant to Section 2.1(a)(ii)(B) subpart (i) (relating to casualty proceeds) or subpart (ii) (relating to payments exceeding the Maximum Lawful Rate); or (B) on M▇▇▇▇▇▇ ▇▇▇▇▇’▇ Term Loan Commitment Percentage of the Term Loan being repaid in connection with the refinancing of the Loans by a debt facility underwritten by M▇▇▇▇▇▇ L▇▇▇▇. All fees payable pursuant to this paragraph shall be deemed fully earned and non-refundable as of the date of an Event of Default, or other event or condition triggering acceleration, and until paid in full shall accrue interest at the Default Rate. Whether prepayment is voluntary or involuntary, in no event shall the amount of the Prepayment Fee, or the method of calculating the Prepayment Fee, result in a reduction of the outstanding principal balance, accrued and unpaid interest, or other amounts due as of the date of prepayment. Absent material and manifest error, Lender’s determination of the Prepayment Fee shall be binding and conclusive on Borrower and anyone else having an interest in the determination. Any such prepayment shall not result in a reamortization, deferral, postponement, suspension, or waiver of any and all other payments due under the LoanClosing Date.

Prepayment Fee. If any Borrower agrees that pays after acceleration or prepays all loan fees and other prepaid finance charges are earned fully as or any portion of the date Term Loan or prepays the Revolving Loan and terminates or reduces the Revolving Commitment, whether voluntarily or involuntarily and whether before or after acceleration of the Loan and will not be subject to refund upon early payment (whether voluntary Obligations or if any of the Revolving Commitments are terminated as a result of default)the occurrence of an Event of Default or otherwise, except Borrower shall pay to Funding Agent, for the benefit of Lenders, as otherwise required liquidated damages and compensation for the costs of being prepared to make funds available hereunder a fee (the “Prepayment Fee”) in an amount equal to the Applicable Percentage (as defined below) multiplied by law. Borrower has the right to prepay sum of (i) the Loan in whole or in part at any time; provided, however, that during the first Six (6) months principal amount of the Term Loan termpaid after acceleration or prepaid, Borrower must pay to Lender at the time the prepayment is made and as a condition of Borrower’s right to prepay, a prepayment fee equal to One percent (1.00%ii) of the amount of principal prepaidthe Revolving Commitment terminated or reduced. ANY PREPAYMENT FEE SHALL APPLY NOT ONLY IN THE CASE OF VOLUNTARY PREPAYMENT, BUT ALSO IF THE LOAN BECOMES DUE AND PAYABLE IN FULL BY REASON OF ACCELERATION UPON THE OCCURRENCE OF AN EVENT OF DEFAULT (AS HEREIN DEFINED) OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, UPON OCCURRENCE OF A TRANSFER OF THE PROPERTY, WHETHER VOLUNTARILY OR INVOLUNTARILY OR OTHERWISE. In such caseAs used herein, the term “Applicable Percentage” shall mean (w) two percent (2.0%), in the case of a prepayment on or prior to the first anniversary of the Original Closing Date, (x) one and a half percent (1.5%), in the case of a prepayment after the first anniversary of the Original Closing Date but prior to the second anniversary thereof, (y) one percent (1.0%), in the case of a prepayment after the second anniversary of the Original Closing Date but prior to the third anniversary thereof and (z) thereafter no prepayment fee shall be payable. The Credit Parties agree that the Applicable Percentages are a reasonable calculation of Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early termination of the Revolving Commitments and the related loan facility provided hereunder. Notwithstanding the foregoing, no Prepayment Fee shall be calculated as payable by Borrowers upon a repayment made pursuant to Section 2.5(b), a mandatory prepayment made pursuant to Section 2.6(a), 2.6(b), 2.6(c)(i) or 2.7 or a repayment of Advances without a simultaneous reduction in or termination of the date Revolving Commitment, provided that Borrowers do not terminate the Revolving Commitment upon any such prepayment and, in the case of an Event of Defaultprepayments made pursuant Section 2.6(a), or other event or condition triggering acceleration, and until paid in full shall accrue interest at the Default Rate. Whether transaction giving rise to the applicable prepayment is voluntary or involuntary, in no event shall the amount of the Prepayment Fee, or the method of calculating the Prepayment Fee, result in a reduction of the outstanding principal balance, accrued and unpaid interest, or other amounts due as of the date of prepayment. Absent material and manifest error, Lender’s determination of the Prepayment Fee shall be binding and conclusive on Borrower and anyone else having an interest in the determination. Any such prepayment shall not result in a reamortization, deferral, postponement, suspension, or waiver of any and all other payments due expressly permitted under the LoanSection 6.2.

Prepayment Fee. Borrower agrees that all loan fees and other If any advance under the Term Loans is prepaid finance charges are earned fully as of the date of the Loan and will not be subject to refund upon early payment (whether voluntary or as a result of default)at any time, except as otherwise required by law. Borrower has the right to prepay the Loan in whole or in part at part, for any time; providedreason (whether by voluntary prepayment by Borrower, howeverby mandatory prepayment by Borrower, that during the first Six (6) months by reason of the occurrence of an Event of Default or otherwise, or if any Term Loan termshall become accelerated (including any automatic acceleration due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise) and due and payable in full, Borrower must Borrowers shall pay to Lender at Agent, for the time benefit of all Lenders committed to make Term Loan advances, as compensation for the prepayment is made and as a condition costs of Borrower’s right such Lenders making funds available to prepayBorrowers under this Agreement, a prepayment fee (the “Prepayment Fee”) calculated in accordance with this subsection. The Prepayment Fee in respect of the Term Loans shall be equal to One an amount determined by multiplying the amount being prepaid (or required to be prepaid, if such amount is greater) by the following applicable percentage amount: (w) four percent (4.00%) for the first year following the First Amendment Effective Date, (x) three percent (3.00%) for the second year following the First Amendment Effective Date, (y) two percent (2.00%) for the third year following the First Amendment Effective Date, and (z) one percent (1.00%) of the amount of principal prepaidthereafter. ANY PREPAYMENT FEE SHALL APPLY NOT ONLY IN THE CASE OF VOLUNTARY PREPAYMENT, BUT ALSO IF THE LOAN BECOMES DUE AND PAYABLE IN FULL BY REASON OF ACCELERATION UPON THE OCCURRENCE OF AN EVENT OF DEFAULT (AS HEREIN DEFINED) OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, UPON OCCURRENCE OF A TRANSFER OF THE PROPERTY, WHETHER VOLUNTARILY OR INVOLUNTARILY OR OTHERWISE. In such case, the The Prepayment Fee shall not apply to or be calculated as assessed upon any prepayment made by Borrowers if such payments were required by Agent to be made pursuant to Section 2.1(a)(ii)(B) subpart (i) (relating to casualty proceeds), or subpart (ii) (relating to payments exceeding the Maximum Lawful Rate). All fees payable pursuant to this paragraph shall be deemed fully earned when due and payable and non-refundable once paid.” (f) Subclause(c)(i) of Section 2.8 of the date Existing A&R Credit Agreement is hereby amended to add the following parenthetical immediately following the phrase “Closing Date” where it first appears therein: “(or, with respect to Term Loan Tranche 3, the First Amendment Effective Date)” (g) Subclause (c)(ii) of an Event of Default, or other event or condition triggering acceleration, and until paid in full shall accrue interest at the Default Rate. Whether prepayment is voluntary or involuntary, in no event shall the amount Section 2.8 of the Prepayment FeeExisting A&R Credit Agreement is hereby amended to add the following parenthetical immediately following the phrase “Closing Date” where it first appears therein: “(or, or with respect to Term Loan Tranche 3, the method of calculating the Prepayment Fee, result in a reduction First Amendment Effective Date)” (h) Section 4.7 of the outstanding principal balance, accrued Existing A&R Credit Agreement is hereby amended and unpaid interest, or other amounts due restated as of the date of prepayment. Absent material and manifest error, Lender’s determination of the Prepayment Fee shall be binding and conclusive on Borrower and anyone else having an interest in the determination. Any such prepayment shall not result in a reamortization, deferral, postponement, suspension, or waiver of any and all other payments due under the Loan.follows:

Prepayment Fee. (A) If for any reason this Agreement is terminated prior to the Scheduled Maturity Date or, except as otherwise provided herein, Borrower prepays a portion of the Term Loan Balance, in view of the impracticality and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of Lenders' lost profits as a result thereof, Borrower agrees that all loan fees and other prepaid finance charges are earned fully as to pay to Agent for the ratable benefit of Lenders, upon the effective date of such termination or such prepayment, a fee in the amount set forth below (the "Prepayment Fee") if such termination or prepayment is effective in the period indicated: Amount Period ------ ------ (i) 5.0% of the date Term Loan First 12 month period Balance following the Original Closing Date (ii) 4.0% of the Term Loan Second 12 month period Balance following the Original Closing Date (iii) 3.0% of the Term Loan Third 12 month period Balance following the Original Closing Date (iv) 2.0% of the Term Loan Fourth 12 month period Balance following the Original Closing Date (v) 1.0% of the Term Loan Fifth and will not Sixth 12 month Balance periods following the Original Closing Date Such Prepayment Fee shall be subject presumed to refund upon early payment (whether voluntary or be the amount of damages sustained by Lenders as a result of defaultsuch early termination or prepayment and Borrower agrees that it is reasonable under the circumstances currently existing. The Prepayment Fee shall be included in the Obligations. (B) Notwithstanding the foregoing subsection 1.7(A): (i) in the event that Borrower completes an initial public offering of its stock and registers such shares on a recognized securities exchange or the NASDAQ system and prepays in full all of the Obligations upon completion of such public offering, then in such event, Borrower shall only be required to pay a prepayment fee in an amount equal to the lesser of $250,000 or 1% of the Term Loan Balance; or (ii) the Requisite Lenders decline to make an Additional Term Loan with respect to an Acquisition which complies with all of the requirements set forth under subsection 3.16 and would be approved by the Requisite Lenders except that such Additional Term Loan would result in all Loans exceeding the Maximum Loan Commitment and the Requisite Lenders do not elect to increase the Maximum Loan Commitment or the Agent, with the consent of the Required Lenders, is unable to locate other suitable Lenders to purchase an interest in the Loans equal to such excess, Borrower shall not be required to pay the Prepayment Fee. (C) In addition to the exceptions set forth in subsection 1.7(B), except as otherwise required by law. if: (i) the Term Loan Balance is at least $105 million; (ii) Borrower has requested an increase in the right Maximum Loan Commitment because in its good faith judgment Borrower reasonably believes that the Maximum Loan Commitment is insufficient to prepay finance its prospective Acquisitions for the Loan following six months and the Lenders do not elect to increase such Commitment; (iii) Borrower refinances the Obligations and the obligations under such refinancing exceed $120 million within six months of the termination of this Agreement and such amount was utilized by Borrower solely to retire the Obligations and to finance Acquisitions, then, in whole or in part at any timesuch event, Borrower shall not be required to pay the Prepayment Fee pursuant to subsection 1.7 (A); provided, however, that during Borrower deposits into escrow, with an escrow agent selected by Agent pursuant to the first Six (6) months terms and conditions of the Loan term, Borrower must pay an escrow agreement in form and substance satisfactory to Lender at the time the prepayment is made and as a condition of Borrower’s right to prepay, a prepayment fee equal to One percent (1.00%) of the amount of principal prepaid. ANY PREPAYMENT FEE SHALL APPLY NOT ONLY IN THE CASE OF VOLUNTARY PREPAYMENT, BUT ALSO IF THE LOAN BECOMES DUE AND PAYABLE IN FULL BY REASON OF ACCELERATION UPON THE OCCURRENCE OF AN EVENT OF DEFAULT (AS HEREIN DEFINED) OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, UPON OCCURRENCE OF A TRANSFER OF THE PROPERTY, WHETHER VOLUNTARILY OR INVOLUNTARILY OR OTHERWISE. In such caseAgent, the Prepayment Fee shall required to be calculated as of the date of an Event of Default, or other event or condition triggering acceleration, and until paid in full shall accrue interest at the Default Rate. Whether prepayment is voluntary or involuntary, in no event shall the amount of the Prepayment Fee, or the method of calculating the Prepayment Fee, result in a reduction of the outstanding principal balance, accrued and unpaid interest, or other amounts due as of the date of prepayment. Absent material and manifest error, Lender’s determination of the Prepayment Fee shall be binding and conclusive on Borrower and anyone else having an interest in the determination. Any such prepayment shall not result in a reamortization, deferral, postponement, suspension, or waiver of any and all other payments due under the Loansubsection 1.7(A) to assure compliance with this provision.

Prepayment Fee. If the Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of prepays the date of the Loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Borrower has the right to prepay the Loan Loans in whole or in part at prior to the Termination Date for any time; providedreason, however, that during the first Six (6) months Borrower shall pay to the Agent for the Ratable benefit of the Loan termLenders on such date, as liquidated damages and compensation for the costs of making funds available to the Borrower must pay to Lender at the time the prepayment is made under this Agreement, and not as a condition penalty, an amount equal to 1.00% of, in the case of Borrower’s right to prepay, a prepayment fee equal in part, the principal amount of such prepayment or, in the case of a prepayment in full, the sum of (i) the aggregate outstanding principal amount of the Term Loan plus (ii) the Revolving Credit Facility then in effect: For the purposes of this Section 3.19, (a) the Revolving Credit Loans shall be deemed to One percent have been prepaid in part only (1.00%i) on any day that the Borrower voluntarily reduces the Revolving Credit Facility, and (ii) on the last day of each twelve-month period (the "CURRENT PERIOD") that commences on the last day of a month during which the Borrower receives cash in the form of equity or as proceeds of Debt; and (b) the amount of principal prepaid. ANY PREPAYMENT FEE SHALL APPLY NOT ONLY IN THE CASE OF VOLUNTARY PREPAYMENT, BUT ALSO IF THE LOAN BECOMES DUE AND PAYABLE IN FULL BY REASON OF ACCELERATION UPON THE OCCURRENCE OF AN EVENT OF DEFAULT such deemed prepayment shall be (AS HEREIN DEFINEDi) OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, UPON OCCURRENCE OF A TRANSFER OF THE PROPERTY, WHETHER VOLUNTARILY OR INVOLUNTARILY OR OTHERWISE. In such casein the case of a deemed prepayment under clause (a)(i) above, the Prepayment Fee shall be calculated as amount by which the Borrower voluntarily reduces the Revolving Credit Facility, and (ii) in the case of a deemed prepayment under clause (a)(ii) above, the date lesser of an Event of Default, or other event or condition triggering acceleration, and until paid in full shall accrue interest at the Default Rate. Whether prepayment is voluntary or involuntary, in no event shall (A) the amount of such cash received and (B) the Prepayment Fee, or amount (not less than zero) obtained by subtracting from (x) the method average month-end amount of calculating Revolving Credit Loans outstanding as of each month end during the Prepayment Fee, result in a reduction twelve-month period ending on the last day of the month in which the Borrower receives such cash infusion, (y) the average month-end amount of Revolving Credit Loans outstanding principal balance, accrued and unpaid interest, or other amounts due as of each month end during the date of prepayment. Absent material and manifest error, Lender’s determination of Current Period. (d) by amending Section 10.15 MINIMUM COLLATERAL AVAILABILITY by substituting the Prepayment Fee shall be binding and conclusive on Borrower and anyone else having an interest sum "$6,000,000" for the sum "$5,000,000" appearing therein. (e) by amending Section 10.1 FINANCIAL RATIOS in the determination. Any such prepayment shall not result in a reamortization, deferral, postponement, suspension, or waiver of any and all other payments due under the Loan.its entirety to read as follows:

Prepayment Fee. Borrower agrees (i) In the event that all loan fees and other prepaid finance charges are earned fully as any of the date Term Loans are prepaid prior to the third anniversary of the Loan and will not be subject to refund upon early payment (whether voluntary or as a result of default)Effective Date, except as otherwise required by law. Borrower has the right to prepay the Loan in whole or in part at any time; providedprovided below, howeverBorrowers, that during the first Six (6) months of the Loan termjointly and severally, Borrower must shall pay to Lender at Agent, for the time the prepayment is made and account of Lenders in accordance with their respective Pro Rata Shares or as a condition of Borrower’s right to prepayotherwise determined by an agreement among such Lenders, a non-refundable prepayment fee ("Prepayment Fee"), equal to One percent (1.00A) two (2%) percent of the amount of principal prepaid. ANY PREPAYMENT FEE SHALL APPLY NOT ONLY IN THE CASE OF VOLUNTARY PREPAYMENTthe prepayment of any of the Term Loans if such prepayment is made on or before the second anniversary of the Effective Date, BUT ALSO IF THE LOAN BECOMES DUE AND PAYABLE IN FULL BY REASON OF ACCELERATION UPON THE OCCURRENCE OF AN EVENT OF DEFAULT or (AS HEREIN DEFINEDB) OR OTHERWISEone (1%) percent of the amount of the prepayment if such prepayment is made after the second anniversary of the Effective Date but on or before the third anniversary of the Effective Date. (ii) Each such Prepayment Fee shall be due and payable on the date of each such prepayment. (iii) No such Prepayment Fee is payable in connection with (A) the first prepayment of the Term Loans in an amount of up to $20,000,000 which is made after the first anniversary of the Effective Date with the cash proceeds received (directly or indirectly) by or on behalf of Parent or any of its Subsidiaries in respect of any Equity Issuance (including, INCLUDINGwithout limitation, WITHOUT LIMITATIONunder the PIPE Documents and/or the Noteholder Documents) prior to the first anniversary of the Effective Date; PROVIDED, UPON OCCURRENCE OF A TRANSFER OF THE PROPERTY, WHETHER VOLUNTARILY OR INVOLUNTARILY OR OTHERWISE. In such caseTHAT, the Prepayment Fee shall be calculated as payable upon any subsequent prepayment of any of the date Term Loans other than as otherwise provided under clauses (B), (C) and (D) of an Event this Section 2.06(e)(iii), (B) prepayments required to be made under Section 3.03(a), (C) the payments required to be made under Section 3.01(b) and (D) prepayments made upon the termination of Default, or other event or condition triggering acceleration, this Agreement and until paid in full shall accrue interest at the Default Rate. Whether prepayment is voluntary or involuntary, in no event shall the amount payment of the Prepayment Early Termination Fee, or the method . The terms of calculating the Prepayment Fee, result in a reduction of the outstanding principal balance, accrued and unpaid interest, or other amounts due as of the date of prepayment. Absent material and manifest error, Lender’s determination of this clause (iii) only apply to the Prepayment Fee shall be binding and conclusive on Borrower and anyone else having an interest in not the determination. Any such prepayment shall not result in a reamortization, deferral, postponement, suspension, or waiver of any and all other payments due under the LoanEarly Termination Fee.

Prepayment Fee. In the event that Borrower agrees that all loan fees and other prepaid finance charges are earned fully shall exercise its right to voluntarily prepay the Loans as of described in subsection (a) above on or before (i) March 8, 2001, Borrower shall pay to Lenders on the date of the Loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Borrower has the right to prepay the Loan such prepayment in whole or in part at any time; provided, however, that during the first Six (6) months of the Loan term, Borrower must pay to Lender at the time the prepayment is made and as a condition of Borrower’s right to prepay, immediately available funds a prepayment fee equal to One one percent (1.001%) of the amount Total Commitment or (ii) September 8, 2001, Borrower shall pay to Lenders on the date of principal prepaid. ANY PREPAYMENT FEE SHALL APPLY NOT ONLY IN THE CASE OF VOLUNTARY PREPAYMENTsuch prepayment in immediately available funds a prepayment fee equal to one-half percent (0.5%) of the Total Commitment (the "Prepayment Fee"); provided, BUT ALSO IF THE LOAN BECOMES DUE AND PAYABLE IN FULL BY REASON OF ACCELERATION UPON THE OCCURRENCE OF AN EVENT OF DEFAULT (AS HEREIN DEFINED) OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, UPON OCCURRENCE OF A TRANSFER OF THE PROPERTY, WHETHER VOLUNTARILY OR INVOLUNTARILY OR OTHERWISE. In however that no such case, the Prepayment Fee shall be calculated as due and payable by Borrower to Lenders (i) in connection with a mandatory prepayment by Borrower pursuant to Section 1.4(b)(v) hereof, or (ii) upon the occurrence of all of the date of an Event of Default, or other event or condition triggering accelerationfollowing events: (A) the Loans being prepaid by Borrower in full, and until paid (B) the Revolving Credit Facility and Capex Facility being terminated, and (C) the Revolving Credit Facility and Capex Facility being replaced by a loan facility in full shall accrue interest at the Default Rate. Whether prepayment is voluntary or involuntary, in no event shall the amount which GE Capital holds an interest. (k) Section 1.10 of Article 1 of the Prepayment Fee, Loan Agreement is hereby amended by adding the phrase "and the Capex Borrowing Availability" to the fifth line thereof following the phrase "Revolving Credit Borrowing Availability." (l) Section 1.10 of Article 1 of the Loan Agreement is hereby further amended by adding the following sentence to the end thereof: "All funds from whatever source (unless the same shall constitute Pari Passu Collateral or BofA Collateral under the method terms of calculating the Prepayment Fee, result in Intercreditor Agreement) deposited into a reduction of GE Sweep Account shall be applied on a daily basis first to the outstanding principal balance, accrued and unpaid interest, or other amounts due as balance of the date of prepayment. Absent material and manifest errorRevolving Credit Loans, Lender’s determination second to the outstanding principal balance of the Prepayment Fee shall be binding Capex Advances and conclusive on Borrower otherwise in accordance with the terms of this Agreement." (m) Section 3.21 of Article 3 of the Loan Agreement is hereby amended by deleting therefrom both references to the number "$300,000" and anyone else having an interest inserting in lieu thereof the determination. Any such prepayment shall not result in a reamortization, deferral, postponement, suspension, or waiver number "$1,000,000." (n) Article 3 of any and all other payments due under the Loan.Loan Agreement is hereby further amended by adding the following new Section 3.29 thereto:

Prepayment Fee. If the Borrower agrees that pays or prepays all loan fees and other prepaid finance charges are earned fully as or any portion of the date Term Loan for any reason (including, without limitation, in the event of the Loan termination of this Agreement and will not be subject to refund upon early payment (whether voluntary or as a result repayment of default), except as otherwise required by law. Borrower has the right to prepay the Loan in whole or in part Obligations at any time; providedtime prior to the Maturity Date, howeverfor any reason, that including (i) termination upon the election of the Required Lenders to terminate after the occurrence and during the first Six (6) months of the Loan term, Borrower must pay to Lender at the time the prepayment is made and as a condition of Borrower’s right to prepay, a prepayment fee equal to One percent (1.00%) of the amount of principal prepaid. ANY PREPAYMENT FEE SHALL APPLY NOT ONLY IN THE CASE OF VOLUNTARY PREPAYMENT, BUT ALSO IF THE LOAN BECOMES DUE AND PAYABLE IN FULL BY REASON OF ACCELERATION UPON THE OCCURRENCE OF AN EVENT OF DEFAULT (AS HEREIN DEFINED) OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, UPON OCCURRENCE OF A TRANSFER OF THE PROPERTY, WHETHER VOLUNTARILY OR INVOLUNTARILY OR OTHERWISE. In such case, the Prepayment Fee shall be calculated as of the date continuation of an Event of Default, (ii) foreclosure and sale of Collateral, (iii) sale of the Collateral in any Insolvency Proceeding, or (iv) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other event plan of compromise, restructure, or condition triggering accelerationarrangement in any Insolvency Proceeding), then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such payment or prepayment, and until paid in full by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Lenders, the Borrower shall accrue interest at pay to Agent, for the Default Rate. Whether prepayment is voluntary or involuntarypro rata benefit of the applicable Lenders, in no event shall as liquidated damages and compensation for the costs of being prepared to make funds available hereunder an amount equal to the Applicable Percentage multiplied by the principal amount of the Prepayment FeeTerm Loan paid or prepaid. As used herein, the term “Applicable Percentage” shall mean (w) four percent (4.00%), in the case of a payment or prepayment on or prior to the method of calculating the Prepayment Fee, result in a reduction first anniversary of the outstanding principal balanceClosing Date, accrued and unpaid interest(x) three percent (3.00%), in the case of a payment or other amounts due as prepayment after the first anniversary of the date Closing Date but on or prior to the second anniversary thereof, (y) two percent (2.00%), in the case of prepayment. Absent material and manifest error, Lender’s determination a payment or prepayment after the second anniversary of the Prepayment Fee shall be binding Closing Date but on or prior to the third anniversary thereof and conclusive on Borrower and anyone else having an interest (z) one percent (1.00%), in the determinationcase of a payment or prepayment after the third anniversary of the Closing Date but on or prior to the fourth anniversary thereof. Any such The Credit Parties agree that the Applicable Percentages are a reasonable calculation of Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from a prepayment and/or an early repayment of the Term Loan. Notwithstanding the foregoing, any prepayment of the Term Loan from the Net Proceeds of a Disposition of any fixtures or equipment located in any Store that is closed shall not result in a reamortization, deferral, postponement, suspension, or waiver of any and all other payments due be subject to the prepayment fees required under the Loanthis Section 1.9(b).

Prepayment Fee. If, on or prior to the Prepayment Fee End Date, (i) any Advance is prepaid or repaid, in whole or in part, by Borrower agrees and/or any of its Affiliates (other than in connection with a Mandatory Prepayment Event where HNA or any of its direct or indirect Subsidiaries has neither caused nor controls the occurrence of the applicable Mandatory Prepayment Event ) or (ii) any of the Commitments are terminated (other than any dollar-for-dollar reduction of Commitments as a result of the making of Advances on any of the Funding Dates), Borrower shall pay to each Lender a prepayment fee (the “Prepayment Fee”) on any such date of prepayment, repayment or termination, as applicable, equal to the product of (x) the principal amount of such Lender’s Advance so prepaid or the terminated portion of such Lender’s Commitment, as applicable, (y) the Applicable Margin and (z) a fraction, the numerator of which is the number of days remaining from the date of such prepayment until the Prepayment Fee End Date and the denominator of which is 360; provided that all loan fees no Prepayment Fee shall be applicable for any payments with respect to the Net PIK Amount; provided, further, that notwithstanding the foregoing, no Prepayment Fee shall be payable if the Commitments are terminated and/or any Advances are prepaid or repaid, in whole or in part., as a result of (1) the failure of the Tranche 2 Regulatory Approvals (as defined in the Share Purchase Agreement) to be obtained, (2) the termination of the Share Purchase Agreement as a result of the Seller Parent failing to perform or observe the covenants and other prepaid finance charges are earned fully as agreements set forth therein or (3) with respect to any Lender’s Commitment, in connection with a Permitted Loan Transaction in which such Lender participates the effect of which is to refinance such Lender’s Commitment and/or Advances owing to it hereunder. For the avoidance of doubt, no Prepayment Fee shall be payable in respect of a prepayment for which the date of the Loan and will not be subject to refund upon early payment (whether voluntary prepayment falls on or as a result of default), except as otherwise required by law. Borrower has the right to prepay the Loan in whole or in part at any time; provided, however, that during the first Six (6) months of the Loan term, Borrower must pay to Lender at the time the prepayment is made and as a condition of Borrower’s right to prepay, a prepayment fee equal to One percent (1.00%) of the amount of principal prepaid. ANY PREPAYMENT FEE SHALL APPLY NOT ONLY IN THE CASE OF VOLUNTARY PREPAYMENT, BUT ALSO IF THE LOAN BECOMES DUE AND PAYABLE IN FULL BY REASON OF ACCELERATION UPON THE OCCURRENCE OF AN EVENT OF DEFAULT (AS HEREIN DEFINED) OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, UPON OCCURRENCE OF A TRANSFER OF THE PROPERTY, WHETHER VOLUNTARILY OR INVOLUNTARILY OR OTHERWISE. In such case, after the Prepayment Fee shall be calculated as of the date of an Event of Default, or other event or condition triggering acceleration, and until paid in full shall accrue interest at the Default Rate. Whether prepayment is voluntary or involuntary, in no event shall the amount of the Prepayment Fee, or the method of calculating the Prepayment Fee, result in a reduction of the outstanding principal balance, accrued and unpaid interest, or other amounts due as of the date of prepayment. Absent material and manifest error, Lender’s determination of the Prepayment Fee shall be binding and conclusive on Borrower and anyone else having an interest in the determination. Any such prepayment shall not result in a reamortization, deferral, postponement, suspension, or waiver of any and all other payments due under the LoanEnd Date.

Prepayment Fee. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as (i) Upon not less than thirty (30) days’ prior written notice to Agent (which shall promptly notify each Lender of the date details of the Loan and will not be subject to refund upon early payment (whether voluntary or as a result of defaulteach such notice), except as otherwise required by law. Borrower has the right to Borrowers may at any time terminate and prepay the Loan in whole entire amount of, or in part at any time; provided, however, that during the first Six (6) months of the Loan term, Borrower must pay to Lender at the time the prepayment is made and as a condition of Borrower’s right to prepay, a prepayment fee equal to One percent (1.00%) of the amount of principal prepaid. ANY PREPAYMENT FEE SHALL APPLY NOT ONLY IN THE CASE OF VOLUNTARY PREPAYMENT, BUT ALSO IF THE LOAN BECOMES DUE AND PAYABLE IN FULL BY REASON OF ACCELERATION UPON THE OCCURRENCE OF AN EVENT OF DEFAULT (AS HEREIN DEFINED) OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, UPON OCCURRENCE OF A TRANSFER OF THE PROPERTY, WHETHER VOLUNTARILY OR INVOLUNTARILY OR OTHERWISE. In such caseportion of, the Prepayment Fee shall be calculated as of the date of an Event of Default, or other event or condition triggering acceleration, and until paid in full shall accrue interest at the Default Rate. Whether prepayment is voluntary or involuntary, in no event shall the amount of the Prepayment Fee, or the method of calculating the Prepayment Fee, result in a reduction of the outstanding principal balance, accrued and unpaid interest, or other amounts due as of the date of prepayment. Absent material and manifest error, Lender’s determination of the Prepayment Fee shall be binding and conclusive on Borrower and anyone else having an interest in the determinationLoan. Any such prepayment shall not result in be accompanied by (x) all accrued and unpaid interest on the outstanding principal amount hereunder, plus (y) if made at any time during the period commencing on the Closing Date and ending on September 30, 2012, a reamortizationprepayment fee (the “Prepayment Fee”) equal to the aggregate amount of interest which would have accrued and been owed by Borrowers to Lender on the outstanding Advances being prepaid as if each such Advance had been outstanding from the date it had been made until September 30, deferral, postponement, suspension, or waiver 2012 based on an assumed interest rate of ten percent (10%) per annum (less the amount of interest paid on such Advance as of the date such prepayment is made). Following receipt of any notice of termination and all prepayment made at any time on or before September 30, 2012, Lenders may credit amounts otherwise owing hereunder to Borrowers against the foregoing Prepayment Fee, which shall in any event be paid in full by the proposed termination date set forth in any such termination notice following Agent’s receipt of any termination notice. Any prepayment of the Loan required to be made prior to September 30, 2012 pursuant to Section 7.2 of this Agreement, for purposes of this Section 2.5(A) only, shall be treated as a voluntary prepayment, and Lender shall be entitled to receive payment at such time of a Prepayment Fee, calculated as hereinabove provided. Borrowers acknowledge and agree that the Prepayment Fee is an estimate of Lender’s loan damages in the event of a prepayment of Advances and is not a penalty. Except to the extent expressly provided in this Section 2.5(A) or in any other payments due under Section of this Agreement, no prepayment of the Loan shall be permitted. (ii) Any payment of the Loan, in whole or in part, made after September 30, 2012 may be made without penalty or premium, provided that Borrowers shall give Agent (which shall promptly notify each Lender of such notice) not less than two (2) weeks’ prior written notice of any such prepayment. Except as expressly set forth above, no portion of the Loan may be prepaid prior to the Termination Date.

Prepayment Fee. Except as provided in Section 5.3(g), if Borrower agrees that pays or prepays all loan fees or any portion of the Loans for any reason (including, without limitation, in the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any reason, including (i) termination upon the election of the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (ii) foreclosure and sale of Collateral, (iii) sale of the Collateral in any Insolvency Proceeding, or (iv) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other prepaid finance charges are earned fully plan of compromise, restructure, or arrangement in any Insolvency Proceeding), then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such payment or prepayment, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Lenders, the Borrower shall pay to Agent, for the pro rata benefit of the applicable Lenders, as liquidated damages and compensation for the costs of being prepared to make funds available hereunder an amount equal to the sum of (a) the amount of principal of the Loans paid or prepaid, plus (b) the accrued but unpaid interest on the principal amount so prepaid, if any, to the date of the Loan and will not be subject payment or prepayment, plus (c) any amounts payable under Section 3.9, plus (d) (i) if prior to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Borrower has the right to prepay the Loan in whole or in part at any time; provided, however, that during the first Six (6) months anniversary of the Loan termClosing Date, Borrower must pay to Lender at the time Make-Whole Amount or (ii) if on or after the prepayment is made and as a condition first anniversary of Borrower’s right to prepaythe Closing Date, a prepayment fee equal to One percent (1.00%) of the amount of principal prepaid. ANY PREPAYMENT FEE SHALL APPLY NOT ONLY IN THE CASE OF VOLUNTARY PREPAYMENT, BUT ALSO IF THE LOAN BECOMES DUE AND PAYABLE IN FULL BY REASON OF ACCELERATION UPON THE OCCURRENCE OF AN EVENT OF DEFAULT (AS HEREIN DEFINED) OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, UPON OCCURRENCE OF A TRANSFER OF THE PROPERTY, WHETHER VOLUNTARILY OR INVOLUNTARILY OR OTHERWISE. In such case, the Prepayment Fee shall be calculated as of the date of an Event of Default, or other event or condition triggering acceleration, and until paid in full shall accrue interest at the Default Rate. Whether prepayment is voluntary or involuntary, in no event shall the amount of the Prepayment FeeLoans so prepaid multiplied by the following percentage (the “Applicable Premium”): Notwithstanding the foregoing, if Borrower completes a Qualified Public Offering on or the method of calculating the Prepayment Fee, result in a reduction of the outstanding principal balance, accrued and unpaid interest, or other amounts due as of prior to the date that is 150 days following the Closing Date, Borrower may, within five (5) Business Days of prepayment. Absent material such Qualified Public Offering, apply the proceeds of such Qualified Public Offering to prepay the Loans in whole, but not in part, and manifest error, Lender’s determination of the Prepayment Fee shall be binding and conclusive on Borrower and anyone else having an interest in the determination. Any such prepayment shall not result be subject to amounts set forth in a reamortization, deferral, postponement, suspension, or waiver of any and all other payments due under the Loanclause (d) above.

Prepayment Fee. Borrower agrees that all loan fees If Borrowers reduce the Revolving Loan Commitment in whole or in part, Borrowers, at the time of such reduction, shall pay to Administrative Agent for the benefit of Revolving Loan Lenders, as compensation for the costs of being prepared to make funds available to Borrowers under this Agreement, and other prepaid finance charges are earned fully not as a penalty, an amount determined by multiplying the percentage set forth below by the amount of the date of Revolving Loan Commitment so reduced (the "Prepayment Fee"): 2.0% upon a reduction during the first Loan Year; 1.0% upon a reduction during the second Loan Year; and will not 0.50% upon a reduction during the third Loan Year; provided, that no Prepayment Fee shall be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Borrower has due and owing if the right to prepay the Revolving Loan Commitment is reduced in whole or in part at after the first Loan Year with funds raised from (a) unsecured borrowings; provided that ▇▇▇▇▇▇ and GECC have the first right of refusal to match such borrowing and that Administrative Borrower shall have given ▇▇▇▇▇▇ and GECC 30 days' prior written notice of such unsecured borrowing, (b) the issuance of capital stock, commercial paper or other debt or equity securities of Recoton in a public offering or private placement, provided, that the Net Securities Proceeds from such public offering or private placement shall be used to pay down the Obligations as set forth in subsection 2.4(B)(2) (with any timerepayment of the Revolving Loan constituting a permanent reduction of the Revolving Loan Commitment by such amount) or (c) the proceeds of the InterAct International IPO; provided, however, that during all the first Six (6) months of terms and conditions set forth in subsection 7.6 have been satisfied. Notwithstanding anything to the Loan term, Borrower must pay to Lender at the time the prepayment is made and as a condition of Borrower’s right to prepay, a prepayment fee equal to One percent (1.00%) of the amount of principal prepaid. ANY PREPAYMENT FEE SHALL APPLY NOT ONLY IN THE CASE OF VOLUNTARY PREPAYMENT, BUT ALSO IF THE LOAN BECOMES DUE AND PAYABLE IN FULL BY REASON OF ACCELERATION UPON THE OCCURRENCE OF AN EVENT OF DEFAULT (AS HEREIN DEFINED) OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, UPON OCCURRENCE OF A TRANSFER OF THE PROPERTY, WHETHER VOLUNTARILY OR INVOLUNTARILY OR OTHERWISE. In such casecontrary contained herein, the Prepayment Fee shall be calculated as of the date of an Event of Default, or other event or condition triggering acceleration, apply only to reductions and until paid in full shall accrue interest at the Default Rate. Whether prepayment is voluntary or involuntaryprepayments which reduce, in no event shall whole or in part, the amount of the Revolving Loan Commitment. Term Loan A, Term Loan B and Term Loan C may be prepaid at any time without a Prepayment Fee, or the method of calculating the Prepayment Fee, result in a reduction of the outstanding principal balance, accrued and unpaid interest, or other amounts due as of the date of prepayment. Absent material and manifest error, Lender’s determination of the Prepayment Fee shall be binding and conclusive on Borrower and anyone else having an interest in the determination. Any such prepayment shall not result in a reamortization, deferral, postponement, suspension, or waiver of any and all other payments due under the Loan.

Prepayment Fee. Borrower agrees Provided that all loan fees no Event of Default has occurred and other prepaid finance charges are earned fully is continuing or would occur as a result, upon the written request of the date Borrowers, the Bank will permit the Borrowers to permanently reduce the Commitment ("Permanent Reductions") on the following conditions: (i) all Permanent Reductions shall be in increments of not less than Two Hundred Thousand and No/100 Dollars ($200,000); (ii) Permanent Reductions shall not occur more than once in any thirty (30) day period; (iii) Permanent Reductions shall not occur more than four (4) times during the effectiveness of the Loan Commitment; (iv) Lender shall be under no obligation to re-lend any amount permanently reduced pursuant to a Permanent Reduction; (v) a Permanent Reduction may not be made which would cause an overadvance against the Borrowing Base after giving effect to such Permanent Reduction; (vi) a permanent Reduction will be evidenced by an amendment to this Agreement, and will not be subject effective until acknowledged by the Bank to refund upon early payment the Borrowers in writing; (whether voluntary vii) a Permanent Reduction would be supported by an equity investment into ASI in an amount greater than or equal to the Permanent Reduction; (viii) the Borrowers will pay the Permanent Reduction Prepayment Fee (as a result of default)hereinafter defined) to the Bank; and (ix) the Borrowers will pay the actual, except as otherwise required by law. Borrower has the right to prepay the Loan in whole or in part at any time; provided, however, that during the first Six (6) months reasonable costs of the Loan termBank, Borrower must pay to Lender at the time the prepayment including without limitation legal fees and costs, incurred in connection with a Permanent Reduction. The "Permanent Reduction Prepayment Fee" is made and as a condition of Borrower’s right to prepay, a prepayment fee equal to One (a) one and one-third percent (1.001.33%) of the amount of principal prepaid. ANY PREPAYMENT FEE SHALL APPLY NOT ONLY IN THE CASE OF VOLUNTARY PREPAYMENT, BUT ALSO IF THE LOAN BECOMES DUE AND PAYABLE IN FULL BY REASON OF ACCELERATION UPON THE OCCURRENCE OF AN EVENT OF DEFAULT (AS HEREIN DEFINED) OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, UPON OCCURRENCE OF A TRANSFER OF THE PROPERTY, WHETHER VOLUNTARILY OR INVOLUNTARILY OR OTHERWISE. In the Permanent Reduction if such case, termination occurs on or before the Prepayment Fee shall be calculated as last day of the date eighteenth (18th) months after the Effective Date hereof; or (b) two-thirds of an Event one percent (.67%) of Default, or other event or condition triggering acceleration, and until paid in full shall accrue interest at the Default Rate. Whether prepayment is voluntary or involuntary, in no event shall the amount of the Prepayment Fee, or Permanent Reduction if the method of calculating Termination Date has been extended and such termination occurs before the Prepayment Fee, result in a reduction of new Termination Date but after the outstanding principal balance, accrued and unpaid interest, or other amounts due as of eighteenth month after the date of prepayment. Absent material and manifest error, Lender’s determination of the Prepayment Fee shall be binding and conclusive on Borrower and anyone else having an interest in the determination. Any such prepayment shall not result in a reamortization, deferral, postponement, suspension, or waiver of any and all other payments due under the LoanEffective Date hereof.

Prepayment Fee. If the Borrower agrees that all loan fees prepays the Revolving Loan and other prepaid finance charges are earned fully as in connection therewith reduces or terminates the Aggregate Revolving Loan Commitment, whether voluntarily or involuntarily and whether before or after acceleration of the date Obligations, or any of the Revolving Loan and will not be subject Commitments are otherwise terminated, the Borrower shall pay to refund upon early payment (whether voluntary or as a result of default)Agent, except as otherwise required by law. Borrower has for the right to prepay the Loan in whole or in part at any time; provided, however, that during the first Six (6) months pro rata benefit of the Loan termapplicable Lenders, Borrower must pay as liquidated damages and compensation for the costs of being prepared to Lender at the time the prepayment is made and as a condition of Borrower’s right to prepaymake funds available hereunder, a prepayment fee an amount equal to One percent (1.00%) of the amount of principal prepaid. ANY PREPAYMENT FEE SHALL APPLY NOT ONLY IN THE CASE OF VOLUNTARY PREPAYMENT, BUT ALSO IF THE LOAN BECOMES DUE AND PAYABLE IN FULL BY REASON OF ACCELERATION UPON THE OCCURRENCE OF AN EVENT OF DEFAULT (AS HEREIN DEFINED) OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, UPON OCCURRENCE OF A TRANSFER OF THE PROPERTY, WHETHER VOLUNTARILY OR INVOLUNTARILY OR OTHERWISE. In such case, the Prepayment Fee shall be calculated as of the date of an Event of Default, or other event or condition triggering acceleration, and until paid in full shall accrue interest at the Default Rate. Whether prepayment is voluntary or involuntary, in no event shall Applicable Percentage multiplied by the amount of the Prepayment Fee, or the method of calculating the Prepayment Fee, result in a reduction of the outstanding principal balanceAggregate Revolving Loan Commitment. As used herein, accrued the term “Applicable Percentage” shall mean (x) two percent (2%), in the case of a prepayment or termination on or prior to the first anniversary of the Amendment and unpaid interestRestatement Date (except if prior to such prepayment a sale or other direct or indirect disposition has occurred of more than 50% of the beneficial equity interests of Solo Cup Investment Corporation, a Delaware corporation (“SCIC”), owned by Vestar Capital Partners IV, L.P., a Delaware limited partnership and its Affiliates (collectively, “Vestar Capital Partners”) as of the Amendment and Restatement Date (as the same may be adjusted for any combination, recapitalization, reclassification or consolidation into a greater or smaller number of shares, interests, or other amounts due unit of equity securities), in which case the Applicable Percentage shall be one percent (1%)), (y) one percent (1%), in the case of a prepayment or termination after the first anniversary of the Amendment and Restatement Date but on or prior to the second anniversary thereof (except if prior to such prepayment a sale or other direct or indirect disposition has occurred of more than 50% of the beneficial equity interests of SCIC owned by Vestar Capital Partners as of the date Amendment and Restatement Date (as the same may be adjusted for any combination, recapitalization, reclassification or consolidation into a greater or smaller number of prepayment. Absent material shares, interests, or other unit of equity securities), in which case the Applicable Percentage shall be zero percent (0%)), and manifest error(z) zero percent (0%), Lender’s determination in the case of a prepayment or termination after the second anniversary of the Prepayment Fee Amendment and Restatement Date. The Credit Parties agree that the Applicable Percentages are a reasonable calculation of Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from a prepayment and/or an early repayment of the Loans or early termination of the Commitments. Notwithstanding the foregoing, no prepayment fee shall be binding and conclusive on payable by the Borrower and anyone else having an interest in the determination. Any such upon a mandatory prepayment shall not result in a reamortization, deferral, postponement, suspension, made pursuant to subsection 1.8(b) or waiver of any and all other payments due under the Loan1.8(c).

Prepayment Fee. Borrower agrees that all loan fees and other If any advance under a Loan is prepaid finance charges are earned fully as of the date of the Loan and will not be subject to refund upon early payment (whether voluntary or as a result of default)at any time, except as otherwise required by law. Borrower has the right to prepay the Loan in whole or in part at part, for any time; providedreason (whether by voluntary prepayment by Borrower, howeverby mandatory prepayment by Borrower, that during the first Six (6) months by reason of the occurrence of an Event of Default or otherwise, or if the Loan termshall become accelerated (including any automatic acceleration due to the occurrence of an Event of Default described in Section 10.1(e) or (f)) or otherwise) and due and payable in full, Borrower must Borrowers shall pay to Lender at Agent, for the time benefit of all Lenders in accordance with their Pro Rata Shares, as compensation for the prepayment is made and as a condition costs of Borrower’s right such Lenders making funds available to prepayBorrowers under this Agreement, a prepayment fee (the “Prepayment Fee”) calculated in accordance with this subsection. The Prepayment Fee shall be equal to One an amount determined by multiplying the amount being prepaid (or required to be prepaid, if such amount is greater) by the following applicable percentage amount: (1) with respect to the Initial Term Loans, (w) three percent (3.00%) with respect to any payment or prepayment on or prior to the first year anniversary of the Closing Date, (x) two percent (2.00%) with respect to any payment or prepayment on or prior to the second year anniversary of the Closing Date, (y) one percent (1.00%) with respect to any payment or prepayment on or prior to the third year anniversary of the amount Closing Date, and (z) zero percent (0.00%) thereafter, and (2) with respect to the Delayed Draw Term Loans, (w) three percent (3.00%) with respect to any payment or prepayment on or prior to the first year following the applicable Delayed Draw Term Loan Funding Date, (x) two percent (2.00%) with respect to any payment or prepayment on or prior to the second year anniversary of principal prepaidthe applicable Delayed Draw Term Loan Funding Date (y) one percent (1.00%) with respect to any payment or prepayment on or prior to the third year anniversary of the applicable Delayed Draw Term Loan Funding Date and (z) zero percent (0.00%) thereafter. ANY PREPAYMENT FEE SHALL APPLY NOT ONLY IN THE CASE OF VOLUNTARY PREPAYMENT, BUT ALSO IF THE LOAN BECOMES DUE AND PAYABLE IN FULL BY REASON OF ACCELERATION UPON THE OCCURRENCE OF AN EVENT OF DEFAULT (AS HEREIN DEFINED) OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, UPON OCCURRENCE OF A TRANSFER OF THE PROPERTY, WHETHER VOLUNTARILY OR INVOLUNTARILY OR OTHERWISE. In such case, the The Prepayment Fee shall not apply to or be calculated assessed upon any prepayment made by Borrowers if such payments were required to be made pursuant to Section 2.1(a)(ii)(B) subpart (i) (relating to casualty proceeds), or subpart (iii) (relating to payments exceeding the Maximum Lawful Rate). All fees payable pursuant to this paragraph shall be deemed fully earned as of the date of an Event of Default, or other event or condition triggering acceleration, Closing Date and until paid in full shall accrue interest at the Default Rate. Whether prepayment is voluntary or involuntary, in no event shall the amount of the Prepayment Fee, or the method of calculating the Prepayment Fee, result in a reduction of the outstanding principal balance, accrued and unpaid interest, or other amounts due as of the date of prepayment. Absent material and manifest error, Lender’s determination of the Prepayment Fee shall be binding and conclusive on Borrower and anyone else having an interest in the determination. Any such prepayment shall not result in a reamortization, deferral, postponement, suspension, or waiver of any and all other payments due under the Loannon-refundable once paid.