Common use of Prepayment Premium Clause in Contracts

Prepayment Premium. Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders, the Applicable Premium. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations are accelerated as a result of the occurrence and continuance of any Event of Default (including by operation of law or otherwise), the Applicable Premium, if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Premium payable in accordance with this Section 2.8(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and the Credit Parties agree that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Parties expressly agree that (i) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium, (iv) the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Event.

Prepayment Premium. Upon All prepayments of the Term Loans made or required to be made prior to the fourth anniversary of the Closing Date (whether voluntary or mandatory, and whether before or after acceleration of the Obligations or the commencement of any bankruptcy or insolvency proceeding, but in any event (a) including any such prepayment in connection with (i) a Change of Control, (ii) an acceleration of the Obligations as a result of the occurrence of an Applicable Premium Trigger EventEvent of Default, (iii) foreclosure and sale of, or collection of, the Borrower shall pay to the Administrative AgentCollateral, for the account (iv) sale of the LendersCollateral in any insolvency proceeding, (v) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any insolvency proceeding, or (vi) the termination of this Agreement for any reason, and (b) excluding mandatory prepayments made pursuant to any of Sections 2.06(iv) or 2.06(v) (any such prepayment or event described in this Section 2.09 (other than prepayments described in clause (b)), a "Prepayment Premium Event")) shall be subject to a premium equal to the Applicable Premium. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it It is understood and agreed that if the Obligations are accelerated as a result prior to the fourth anniversary of the occurrence and continuance Closing Date for any reason, including because of default, the commencement of any Event of Default insolvency proceeding or other proceeding pursuant to any applicable debtor relief laws, sale, disposition or encumbrance (including that by operation of law or otherwise), the Applicable Premium, if any, determined as of the date of acceleration, acceleration will also be due and payable and will be treated and deemed as though the Term Loans said Obligations were voluntarily prepaid as of such date and shall constitute part of the Obligations for all purposes hereinObligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender's lost profits as a result thereof. Any The Applicable Premium payable in accordance with this Section 2.8(b) the immediately preceding sentence shall be presumed to be equal to the liquidated damages sustained by the Lenders each Lender as the result of the occurrence of the Applicable Premium Trigger Event, early termination and the Credit Parties agree Borrower agrees that it is reasonable under the circumstances currently existingcircumstances. The Applicable Premium, if any, shall also be payable in the event the Obligations Borrower expressly agrees that: (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Parties expressly agree that (iA) the Applicable Premium is reasonable and is the product of an arm’s 's length transaction between sophisticated business people, ably represented by counsel, counsel and (iiB) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium, (iv) the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) their . The Borrower expressly acknowledges that its agreement to pay the Applicable Premium as herein described is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Event.

Prepayment Premium. Upon If the occurrence Loan Parties prepay all or any portion of an Applicable Premium Trigger Eventthe Term Loan at any time, whether voluntarily or involuntarily, by acceleration or otherwise, then the Borrower Borrowers shall pay to Agent on the Administrative Agentdate of the required prepayment, for the account pro rata benefit of the applicable Lenders, as liquidated damages an amount equal to the Applicable Prepayment Premium multiplied by the principal amount of the Term Loan paid (or required to be paid) after acceleration or so prepaid. As used herein, the term “Prepayment Premium” shall mean (x) five percent (5.0%), in the case of a prepayment made or required to be made on or prior to the first anniversary of the Closing Date, (y) three percent (3.0%), in the case of a prepayment made or required to be made after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, and (z) one percent (1.0%), in the case of prepayment made or required to be made after the second anniversary of the Closing Date but on or prior to the third anniversary of the Closing Date; it being agreed and understood that no Prepayment Premium shall be charged in respect of a prepayment made or required to be made after the third anniversary of the Closing Date (unless , in the case of a mandatory prepayment, the requirement to prepay first arose prior to or on the third anniversary of the Closing Date). Without limiting The Loan Parties agree that the generality Prepayment Premium is 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. Notwithstanding the foregoing, and notwithstanding anything to the contrary no such Prepayment Premium shall become payable in this Agreement connection with mandatory prepayments under Section 2.05(b)(v) or any other Credit Document, it is understood and agreed that if the Obligations are accelerated as a result of the occurrence and continuance of any Event of Default (including by operation of law or otherwise), the Applicable Premium, if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Premium payable in accordance with this payment under Section 2.8(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and the Credit Parties agree that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Parties expressly agree that (i) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium, (iv) the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Event2.04.

Prepayment Premium. Upon the occurrence of an Applicable a Prepayment Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders, the Applicable Prepayment Premium, plus any and all accrued but unpaid interest on the amount of principal being so prepaid through and including the date of prepayment. Without limiting Any such Prepayment Premium shall be fully earned on the generality of the foregoing, date paid and shall not be refundable or subject to proration for any reason; provided that a Tax-Related Cancellation and Prepayment shall in no circumstances constitute a Prepayment Premium Trigger Event notwithstanding anything to the contrary in this Agreement or any Loan Document. Notwithstanding anything to the contrary in this Agreement or any other Credit Loan Document, it is understood and agreed that if the Obligations are accelerated as a result Prepayment Premium Trigger Event occurs under clauses (a)(ii), (b), (c) or (d) of the occurrence and continuance of any Event of Default (including by operation of law or otherwise)definition thereof, the Applicable Prepayment Premium, if any, determined as of the date of accelerationsuch acceleration or event, will also be due and payable and will be treated and deemed as though the entire principal amount of the Term Loans were Loan was prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Prepayment Premium payable in accordance with this Section 2.8(b2.2(f) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Prepayment Premium Trigger Event, and the Credit Parties Borrower and Guarantors agree that it is reasonable under the circumstances currently existing. The Applicable Prepayment Premium, if any, shall also be payable in the event the Obligations (and/or or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. BORROWER AND THE CREDIT PARTIES GUARANTORS EXPRESSLY WAIVE (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO AND THE SAME IS NOT OUTSIDE THEIR LEGAL CAPACITY (WHETHER AS A RESULT OF FINANCIAL ASSISTANCE, CORPORATE BENEFIT, THIN CAPITALIZATION, CAPITAL MAINTENANCE OR LIQUIDITY MAINTENANCE RULES OR OTHER LEGAL PRINCIPLES)) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATIONPREPAYMENT, INCLUDING ANY VOLUNTARY OR INVOLUNTARY ACCELERATION OF THE OBLIGATIONS PURSUANT TO AN INSOLVENCY PROCEEDING OR OTHER PROCEEDING PURSUANT TO ANY INSOLVENCY LAWS OR PURSUANT TO A PLAN OF REORGANIZATION UNLESS PURSUANT TO THE GERMAN STARUG AND/OR ANY SIMILAR LAW IN ANY OTHER COUNTRY IMPLEMENTING, IN WHOLE OR IN PART, THE RELEVANT EU DIRECTIVE). The Credit Parties Borrower and Guarantors expressly agree that to the extent the following does not result in, or would reasonably be expected to result in, a risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of the Borrower or relevant Guarantor (in each case, whether as a result of financial assistance, corporate benefit, thin capitalization, capital maintenance or liquidity maintenance rules or other legal principles) (i) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Applicable Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between the Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, (iv) the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b2.2(f), (v) their agreement to pay the Applicable Prepayment Premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term LoansLoan, and (vi) the Applicable Prepayment Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Prepayment Premium Trigger Event.

Prepayment Premium. Upon In addition to all other payment obligations hereunder, in the event: (1) if any LIBO Rate Loan is prepaid prior to the last day of the applicable Interest Period, whether following the occurrence of an Applicable Premium Trigger EventEvent of Default or otherwise, or (2) the Borrower Company shall fail to continue or to make a conversion to a LIBO Rate Loan after the Company has given notice thereof as provided in Paragraph 5(c) above, then the Company shall immediately pay to the Administrative Lenders holding the Loans prepaid or not made, continued or converted, through the Agent, an additional premium sum compensating each Lender for losses, costs and expenses incurred by such Lender in connection with such prepayment or such failure to borrow, continue or convert. The Company acknowledges that such losses, costs and expenses are difficult to quantify and that, in the case of the prepayment of or failure to continue or convert to a LIBO Rate Loan, the following formula represents a fair and reasonable estimate of such losses, costs and expenses: Amount Being Prepaid or Being Not Converted or Continued x [ [ [ [ [ [ [ [ [ Applicable LIBO Rate for Increment Being Prepaid or Not Converted (as quoted on the first LIBOR Business Day following Lenders’ receipt of notice thereof) — LIBO Rate for such Increment for Days Remaining in Interest Period ] ] ] ] ] ] ] x Days Remaining in Interest Period 360 For purposes of calculating the current LIBO Rate for the account of days remaining in the LendersInterest Period for the increment being prepaid or not converted or continued, the Applicable Premium. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations are accelerated as a result of the occurrence and continuance of any Event of Default (including by operation of law or otherwise), the Applicable Premium, if any, determined as of the date of acceleration, will also such current LIBO Rate shall be due and payable and will be treated and deemed as though the Term Loans were prepaid as of such date and shall constitute part of the Obligations an interest rate interpolated between LIBO Rates quoted for all purposes herein. Any Applicable Premium payable standard calendar periods for subsequent months’ maturities in accordance with this Section 2.8(b) normal conventions. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company shall be presumed to be equal to conclusive in the liquidated damages sustained by the Lenders as the result absence of the occurrence of the Applicable Premium Trigger Event, and the Credit Parties agree that it is reasonable under the circumstances currently existingmanifest error. The Applicable Premium, if any, provisions hereof shall also be payable in survive the event the Obligations (and/or termination of this Agreement) are satisfied or released by foreclosure (whether by power Agreement and payment of judicial proceeding), deed in lieu of foreclosure or by any all outstanding Loans and unrepaid L/C Drawings and all other means. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Parties expressly agree that (i) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium, (iv) the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger EventObligations.

Prepayment Premium. Upon the occurrence of an Applicable Premium Trigger Event, the The Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Lender a prepayment premium in connection with (x) any voluntary or optional prepayment (or repayment) of Term Loans pursuant to Section 3.1 or (y) any mandatory prepayment (or repayment) of Term Loans pursuant to Sections 3.2(a), (b) (other than with respect to a Recovery Event) or (d), in each case, made on or prior to the Lenderssecond anniversary of the Closing Date in an amount not to exceed (i) in the event such prepayment or repayment occurs on or after the Closing Date, but on or prior to the first anniversary of the Closing Date, 2.00% of the principal amount of the Term Loans so prepaid or repaid during such period, and (ii) in the event such prepayment or repayment occurs after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, 1.00% of the principal amount of the Term Loans so prepaid or repaid during such period.” The Borrower and MSSF hereby acknowledge and agree that this Amendment and the amendments contained herein shall not limit MSSF’s right to further exercise its rights with respect to the “flex” provisions of the Fee Letter in accordance with the terms thereof. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or electronic .pdf shall be effective as delivery of a manually executed counterpart of this Amendment. This Amendment may be executed in any number of counterparts, and by the different parties hereto on separate counterparts, each of which counterpart shall be an original, but all of which shall together constitute one and the same instrument. This Amendment may not be amended or any provision hereof waived or modified except by an instrument in writing signed by the parties hereto. This Amendment shall be deemed a Loan Document for all purposes under the Credit Agreement. This Amendment shall be governed by, and construed in accordance with, the Applicable Premium. Without limiting the generality laws of the foregoingState of New York and all parties hereto waive any right to trial by jury in any action, and notwithstanding anything to the contrary in this Agreement proceeding or any other Credit Documentcounterclaim (whether based on contract, it is understood and agreed that if the Obligations are accelerated as a result of the occurrence and continuance of any Event of Default (including by operation of law tort or otherwise)) arising out of or relating to this Amendment or the transactions contemplated hereby. This Amendment shall not be assignable by you without our prior written consent and any purported assignment without such consent shall be null and void. If the foregoing correctly sets forth the understanding reached by the undersigned, please sign in the Applicable Premiumspace provided below, if any, determined whereupon this Amendment shall become effective as of the date of accelerationindicated above. XXXXXX XXXXXXX SENIOR FUNDING, will also be due INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Accepted and payable and will be treated and deemed as though the Term Loans were prepaid agreed to as of such the date and shall constitute part of the Obligations for all purposes hereinfirst above written: AUXILIUM PHARMACEUTICALS, INC. Any Applicable Premium payable in accordance with this Section 2.8(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and the Credit Parties agree that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Parties expressly agree that (i) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium, (iv) the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Event.By: /s/ Xxxxx X. Xxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxx Title: Chief Financial Officer

Prepayment Premium. Upon the occurrence of an Applicable Premium Trigger EventEvent during the Applicable Premium Period, the Borrower shall pay to the Administrative Agent, for the account accounts of the 2023 Term Lenders, the Applicable Premium. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement or any other Credit Loan Document, it is understood and agreed that if an acceleration of the Obligations are accelerated as a result of causes an Applicable Premium Trigger Event during the occurrence and continuance of any Event of Default (including by operation of law or otherwise)Applicable Premium Period, the Applicable Premium, if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the 2023 Term Loans were prepaid as of such date of acceleration, and shall constitute part of the Obligations for all purposes herein. Any Applicable Premium payable in accordance with this Section 2.8(b2.09(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and the Credit Loan Parties agree that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT LOAN PARTIES EXPRESSLY WAIVE TO THE EXTENT PERMITTED BY APPLICABLE LAW THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Loan Parties expressly agree that (i) the Applicable Premium is reasonable and is the product of an arm’s arm’s-length transaction between sophisticated business people, ably represented by counsel, (ii) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders and the Credit Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium, (iv) the Credit Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b2.09(b), (v) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the 2023 Term Loan Commitments and make the 2023 Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders Lenders, and that does not constitute an unreasonable penalty, and it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Event.

Prepayment Premium. Upon Payment of any Prepayment Premium under this Section 3.03 constitutes liquidated damages, not unmatured interest or a penalty, as the occurrence actual amount of an Applicable Premium Trigger Event, the Borrower shall pay damages to the Administrative AgentLenders as a result of the relevant triggering event, for prepayment or repayment would be impracticable and extremely difficult to ascertain. Accordingly, any Prepayment Premium hereunder is provided by mutual agreement of the account Obligors and the Lenders as a reasonable estimation and calculation of such actual lost profits and other actual damages of the Lenders, the Applicable Premium. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations are accelerated as a result of upon the occurrence and continuance of any Event of Default (including by operation of law or otherwise)prepayment event, the Applicable Premium, if any, determined as of the date of acceleration, will also any Prepayment Premium shall be automatically and immediately due and payable and will be treated and deemed as though any prepaid or repaid portion of the Term Loans were Loan was voluntarily prepaid as of such date and shall constitute part of the Obligations for all purposes hereinsecured by the Collateral. Any Applicable Prepayment Premium payable in accordance with this Section 2.8(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and the Credit Parties agree that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, shall also be automatically and immediately due and payable in if the event the Obligations (and/or this Agreement) are Term Loan is satisfied or released by foreclosure (whether by power of judicial proceedingproceeding or otherwise), deed in lieu of foreclosure or by any other means. EACH OBLIGOR HEREBY EXPRESSLY WAIVES (TO THE CREDIT PARTIES EXPRESSLY WAIVE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR OTHER LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATIONEVENTS. The Credit Parties Obligors expressly agree (to the fullest extent it and they may lawfully do so) that with respect to any Prepayment Premium payable under the terms of this Agreement: (i) the Applicable such Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business peopleparties, ably represented by counsel, ; (ii) the Applicable such Prepayment Premium shall be payable notwithstanding the then then-prevailing market rates at the time payment is made, ; (iii) there has been a course of conduct between the Lenders and the Credit Parties Obligors giving specific consideration in this transaction for such agreement to pay the Applicable such Prepayment Premium, ; and (iv) the Credit Parties Obligors shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) paragraph. The Obligors expressly acknowledge that their agreement to pay the Applicable such Prepayment Premium as herein described is a material inducement to the Lenders to provide the Term Loan Commitments and to make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger EventLoan.

Prepayment Premium. Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders, the Applicable Premium. Without limiting the generality of the foregoing, and notwithstanding foregoing or anything to appearing in the contrary in this Agreement or any other Credit DocumentFee Letter, it is understood and agreed that if the Obligations are accelerated as a result for any reason, including because of default, the occurrence and continuance commencement of any Event of Default Insolvency Proceeding or other proceeding pursuant to any Insolvency Law, sale, disposition or encumbrance (including that by operation of law or otherwise), the Applicable Prepayment Premium, if any, determined as provided in the Fee Letter and as of the date of acceleration, acceleration will also be due and payable and will be treated and deemed as though the Term Loans were said Debt was voluntarily prepaid as of such date and shall constitute part of the Obligations for all purposes hereinObligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any Applicable Prepayment Premium payable in accordance with this Section 2.8(b) the immediately preceding sentence shall be presumed to be equal to the liquidated damages sustained by the Lenders each Lender as the result of the occurrence of the Applicable Premium Trigger Event, early termination and the Credit Parties Borrowers agree that it is reasonable under the circumstances currently existing. The Applicable Prepayment Premium, if any, shall also be payable (i) in the event the Obligations (and/or this AgreementAgreement or the Notes evidencing the Obligations) are satisfied or released by foreclosure or sale/liquidation (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other meansmeans and/or (ii) upon the satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement, defeasance or compromise of any of the Obligations (and/or this Agreement or the Notes evidencing the Obligations) in any Insolvency Proceeding or other proceeding pursuant to any Insolvency Law, foreclosure or sale/liquidation (whether by power of judicial proceeding or otherwise), deed in lieu of foreclosure or by any other means or the making of a distribution of any kind in any Insolvency Proceeding to the Agent, for the account of the Lenders, in full or partial satisfaction of the Obligations. THE CREDIT PARTIES BORROWERS EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATIONACCELERATION INCLUDING IN CONNECTION WITH ANY VOLUNTARY OR INVOLUNTARY ACCELERATION OF THE OBLIGATIONS PURSUANT TO ANY INSOLVENCY PROCEEDING OR OTHER PROCEEDING PURSUANT TO ANY INSOLVENCY LAW OR PURSUANT TO A PLAN OF REORGANIZATION. The Credit Parties Borrowers expressly agree that that: (iA) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, ; (iiB) the Applicable Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, ; (iiiC) there has been a course of conduct between Lenders and the Credit Parties Borrowers giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, ; and (ivD) the Credit Parties Borrowers shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) paragraph. The Borrowers expressly acknowledge that their agreement to pay the Applicable Prepayment Premium to Lenders as herein described is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Event.

Prepayment Premium. Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders, the Applicable Premium. Without limiting the generality of the foregoing, and notwithstanding Notwithstanding anything to the contrary in this Agreement or any other Credit Documentto the contrary, it is understood and agreed that if the Obligations are accelerated in accordance herewith for any reason or otherwise become due in accordance herewith prior to their original maturity date, including pursuant to Section 2.6, Section 2.7 or Article VII, and including because of default, sale or encumbrance (including that by operation of law or otherwise and including as a result of the occurrence and continuance commencement of any Event of Default (including by operation of law or otherwiseproceeding under any Debtor Relief Law), the Applicable Premium, if any, determined as of the date of acceleration, will Prepayment Premium shall also automatically be due and payable and will be treated and deemed as though the Term Loans were such Indebtedness was voluntarily prepaid as of such date and shall constitute part of the Obligations for all purposes hereinObligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits, losses and other damages as a result thereof. Any Applicable Prepayment Premium payable in accordance with pursuant to this Section 2.8(b) Agreement shall be presumed to be equal to the liquidated damages sustained by the Lenders each Lender as the result of the occurrence of the Applicable early termination, acceleration or prepayment and each Loan Party agrees that such Prepayment Premium Trigger Event, and the Credit Parties agree that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, Prepayment Premium shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION, IN EACH CASE, TO THE MAXIMUM EXTENT SUCH ACCELERATIONWAIVER IS PERMITTED UNDER APPLICABLE LAW. The Credit Loan Parties expressly agree that (i) the Applicable Prepayment Premium is reasonable and is the product of an arm’s arm’s-length transaction between sophisticated business people, ably represented by counsel, (ii) the Applicable Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between the Lenders and the Credit Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, (iv) the Credit Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b)2.17, (v) their agreement to pay the Applicable Prepayment Premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) the Applicable Prepayment Premium represents a good faith, reasonable estimate and calculation of the lost profits profits, losses or other damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Eventevent.

Prepayment Premium. Upon Payment of any Prepayment Premium hereunder constitutes liquidated damages and not a penalty, and the occurrence actual amount of an Applicable Premium Trigger Eventdamages to the Purchasers or profits lost by the Purchasers as a result of the relevant prepayment or repayment would be impracticable and extremely difficult to ascertain. Accordingly, the Borrower shall pay to the Administrative Agent, for the account Prepayment Premium hereunder is provided by mutual agreement of the Lenders, Issuer and the Applicable PremiumPurchasers as a reasonable estimation and calculation of such actual lost profits and other actual damages of the Purchasers. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if upon the Obligations are accelerated as a result occurrence of any optional prepayment of the occurrence and continuance Notes pursuant to Section 2.8(a), any mandatory prepayment of any Event the Notes pursuant to Section 2.9(a) or (b) or repayment of Default the Notes following acceleration pursuant to Section 8.1 (including by operation an automatic acceleration under clause (g) or (h) of law Section 8.1, or otherwiseto the extent the Notes otherwise become due and payable prior to their maturity as provided in Section 8.1), except as expressly set forth in the Applicable definition of “Prepayment Premium, ,” the Prepayment Premium (if any, determined as of the date of acceleration, will also ) shall be due and payable and will be treated and deemed as though the Term Loans any prepaid or repaid Notes were voluntarily prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Premium payable in accordance with this Section 2.8(b) shall be presumed to be equal to the liquidated damages sustained secured by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and the Credit Parties agree that it is reasonable under the circumstances currently existingCollateral. The Applicable Premium, if any, Prepayment Premium shall also be payable in the event the Obligations (and/or this Agreement) Notes are satisfied or released by foreclosure (whether by power of judicial proceedingproceeding or otherwise), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES ISSUER HEREBY EXPRESSLY WAIVE WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR OTHER LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATIONEVENT. The Credit Parties Issuer expressly agree agrees (to the fullest extent it may lawfully do so) that with respect to the Prepayment Premium payable under the terms of this Agreement: (i) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business peopleparties, ably represented by counsel, ; (ii) the Applicable Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, ; (iii) there has been a course of conduct between Lenders the Purchasers and the Credit Note Parties giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, ; and (iv) the Credit Note Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) their paragraph. The Issuer expressly acknowledges that its agreement to pay the Applicable Prepayment Premium as herein described is a material inducement to the Lenders Purchasers to provide the Term Loan Commitments and make the Term Loans, Delayed Draw Commitments and (vi) purchase the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger EventNotes.

Prepayment Premium. Upon Payment of any Prepayment Premium hereunder constitutes liquidated damages and not a penalty, and the occurrence actual amount of an Applicable Premium Trigger Eventdamages to the Purchasers or profits lost by the Purchasers as a result of the relevant prepayment or repayment would be impracticable and extremely difficult to ascertain. Accordingly, the Borrower shall pay to the Administrative Agent, for the account Prepayment Premium hereunder is provided by mutual agreement of the Lenders, Issuer and the Applicable PremiumPurchasers as a reasonable estimation and calculation of such actual lost profits and other actual damages of the Purchasers. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if upon the Obligations are accelerated as a result occurrence of any optional prepayment of the occurrence and continuance Notes pursuant to Section 2.8(a), any mandatory prepayment of any Event the Notes pursuant to Section 2.9(a) or (b) or repayment of Default the Notes following acceleration pursuant to Section 8.1 (including by operation an automatic acceleration under clause (g) or (h) of law Section 8.1, or otherwiseto the extent the Notes otherwise become due and payable prior to their maturity as provided in Section 8.1), except as expressly set forth in the Applicable definition of “Prepayment Premium, ,” the Prepayment Premium (if any, determined as of the date of acceleration, will also ) shall be due and payable and will be treated and deemed as though the Term Loans any prepaid or repaid Notes were voluntarily prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Premium payable in accordance with this Section 2.8(b) shall be presumed to be equal to the liquidated damages sustained secured by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and the Credit Parties agree that it is reasonable under the circumstances currently existingCollateral. The Applicable Premium, if any, Prepayment Premium shall also be payable in the event the Obligations (and/or this Agreement) Notes are satisfied or released by foreclosure (whether by power of judicial proceedingproceeding or otherwise), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES ISSUER HEREBY EXPRESSLY WAIVE WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR OTHER LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATIONEVENT. The Credit Parties Issuer expressly agree agrees (to the fullest extent it may lawfully do so) that with respect to the Prepayment Premium payable under the terms of this Agreement: (i) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business peopleparties, ably represented by counsel, ; (ii) the Applicable Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, ; (iii) there has been a course of conduct between Lenders the Purchasers and the Credit Note Parties giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, ; and (iv) the Credit Note Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) their paragraph. The Issuer expressly acknowledges that its agreement to pay the Applicable Prepayment Premium as herein described is a material inducement to the Lenders Purchasers to provide the Term Loan Commitments and make purchase the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger EventNotes.

Prepayment Premium. Upon Payment of any Prepayment Premium under this Section 3.03 constitutes liquidated damages, not unmatured interest or a penalty, as the occurrence actual amount of an Applicable Premium Trigger Event, the Borrower shall pay damages to the Administrative AgentLenders as a result of the relevant triggering event, for prepayment or repayment would be impracticable and extremely difficult to ascertain. Accordingly, any Prepayment Premium hereunder is provided by mutual agreement of the account Obligors and the Lenders as a reasonable estimation and calculation of such actual lost profits and other actual damages of the Lenders, the Applicable Premium. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations are accelerated as a result of upon the occurrence and continuance of any Event of Default (including by operation of law or otherwise)prepayment event, the Applicable Premium, if any, determined as of the date of acceleration, will also any Prepayment Premium shall be automatically and immediately due and payable and will be treated and deemed as though any prepaid or repaid portion of the Term Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations for all purposes hereinsecured by the Collateral. Any Applicable Prepayment Premium payable in accordance with this Section 2.8(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and the Credit Parties agree that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, shall also be automatically and immediately due and payable in if the event the Obligations (and/or this Agreement) Term Loans are satisfied or released by foreclosure (whether by power of judicial proceedingproceeding or otherwise), deed in lieu of foreclosure or by any other means. EACH OBLIGOR HEREBY EXPRESSLY WAIVES (TO THE CREDIT PARTIES EXPRESSLY WAIVE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR OTHER LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATIONEVENTS. The Credit Parties Borrowers and the other Obligors expressly agree (to the fullest extent they may lawfully do so) that with respect to any Prepayment Premium payable under the terms of this Agreement: (i) the Applicable such Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business peopleparties, ably represented by counsel, ; (ii) the Applicable such Prepayment Premium shall be payable notwithstanding the then then-prevailing market rates at the time payment is made, ; (iii) there has been a course of conduct between the Lenders and the Credit Parties Obligors giving specific consideration in this transaction for such agreement to pay the Applicable such Prepayment Premium, ; and (iv) the Credit Parties Obligors shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) paragraph. The Obligors expressly acknowledge that their agreement to pay the Applicable such Prepayment Premium as herein described is a material inducement to the Lenders to provide the Term Loan Commitments and to make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Event.

Prepayment Premium. Upon Payment of any Prepayment Premium under this Section 3.03 constitutes liquidated damages, not unmatured interest or a penalty, as the occurrence actual amount of an Applicable Premium Trigger Event, the Borrower shall pay damages to the Administrative AgentLenders as a result of the relevant triggering event, for prepayment or repayment would be impracticable and extremely difficult to ascertain. Accordingly, any Prepayment Premium hereunder is provided by mutual agreement of the account Obligors and the Lenders as a reasonable estimation and calculation of such actual lost profits and other actual damages of the Lenders, the Applicable Premium. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations are accelerated as a result of upon the occurrence and continuance of any Event of Default (including by operation of law or otherwise)prepayment event, the Applicable Premium, if any, determined as of the date of acceleration, will also any Prepayment Premium shall be automatically and immediately due and payable and will be treated and deemed as though any prepaid or repaid portion of the Term Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations for all purposes hereinsecured by the Collateral. Any Applicable Prepayment Premium payable in accordance with this Section 2.8(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and the Credit Parties agree that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, shall also be automatically and immediately due and payable in if the event the Obligations (and/or this Agreement) Term Loans are satisfied or released by foreclosure (whether by power of judicial proceedingproceeding or otherwise), deed in lieu of foreclosure or by any other means. EACH OBLIGOR HEREBY EXPRESSLY WAIVES (TO THE CREDIT PARTIES EXPRESSLY WAIVE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR OTHER LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATIONEVENTS. The Credit Parties Borrower and the other Obligors expressly agree (to the fullest extent it and they may lawfully do so) that with respect to any Prepayment Premium payable under the terms of this Agreement: (i) the Applicable such Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business peopleparties, ably represented by counsel, ; (ii) the Applicable such Prepayment Premium shall be payable notwithstanding the then then-prevailing market rates at the time payment is made, ; (iii) there has been a course of conduct between the Lenders and the Credit Parties Obligors giving specific consideration in this transaction for such agreement to pay the Applicable such Prepayment Premium, ; and (iv) the Credit Parties Obligors shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) paragraph. The Obligors expressly acknowledge that their agreement to pay the Applicable such Prepayment Premium as herein described is a material inducement to the Lenders to provide the Term Loan Commitments and to make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Event.

Prepayment Premium. Upon the occurrence of an Applicable a Prepayment Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders, the Applicable Prepayment Premium, plus any and all accrued but unpaid interest on the amount of principal being so prepaid through and including the date of prepayment. Without limiting Any such Prepayment Premium shall be fully earned on the generality of the foregoing, date paid and shall not be refundable or subject to proration for any reason; provided that a Tax-Related Cancellation and Prepayment shall in no circumstances constitute a Prepayment Premium Trigger Event notwithstanding anything to the contrary in this Agreement or any Loan Document. Notwithstanding anything to the contrary in this Agreement or any other Credit Loan Document, it is understood and agreed that if the Obligations are accelerated as a result Prepayment Premium Trigger Event occurs under clauses (a)(ii), (b), (c) or (d) of the occurrence and continuance of any Event of Default (including by operation of law or otherwise)definition thereof, the Applicable Prepayment Premium, if any, determined as of the date of accelerationsuch acceleration or event, will also be due and payable and will be treated and deemed as though the entire principal amount of the Term Loans were Loan was prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Prepayment Premium payable in accordance with this Section 2.8(b2.2(f) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Prepayment Premium Trigger Event, and the Credit Parties Borrower and Guarantors agree that it is reasonable under the circumstances currently existing. The Applicable Prepayment Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES BORROWER AND THE GUARANTORS EXPRESSLY WAIVE (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATIONPREPAYMENT, INCLUDING ANY VOLUNTARY OR INVOLUNTARY ACCELERATION OF THE OBLIGATIONS PURSUANT TO AN INSOLVENCY PROCEEDING OR OTHER PROCEEDING PURSUANT TO ANY INSOLVENCY LAWS OR PURSUANT TO A PLAN OF REORGANIZATION. The Credit Parties Borrower and Guarantors expressly agree that (i) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Applicable Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between the Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, (iv) the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b2.2(f), (v) their agreement to pay the Applicable Prepayment Premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term LoansLoan, and (vi) the Applicable Prepayment Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Prepayment Premium Trigger Event.

Prepayment Premium. Upon Payment of any Prepayment Premium under this Section 3.03 constitutes liquidated damages, not unmatured interest or a penalty, as the occurrence actual amount of an Applicable Premium Trigger Event, the Borrower shall pay damages to the Administrative AgentLenders as a result of the relevant triggering event, for prepayment or repayment would be impracticable and extremely difficult to ascertain. Accordingly, any Prepayment Premium hereunder is provided by mutual agreement of the account Obligors and the Lenders as a reasonable estimation and calculation of such actual lost profits and other actual damages of the Lenders, the Applicable Premium. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations are accelerated as a result of upon the occurrence and continuance of any Event of Default (including by operation of law or otherwise)prepayment event, the Applicable Premium, if any, determined as of the date of acceleration, will also any Prepayment Premium shall be automatically and immediately due and payable and will be treated and deemed as though any prepaid or repaid portion of the Term Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations for all purposes hereinsecured by the Collateral. Any Applicable Prepayment Premium payable in accordance with this Section 2.8(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and the Credit Parties agree that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, shall also be automatically and immediately due and payable in if the event the Obligations (and/or this Agreement) Term Loans are satisfied or released by foreclosure (whether by power of judicial proceedingproceeding or otherwise), deed in lieu of foreclosure or by any other means. EACH OBLIGOR HEREBY EXPRESSLY WAIVES (TO THE CREDIT PARTIES EXPRESSLY WAIVE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR OTHER LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATIONEVENTS. The Credit Parties Borrower and the other Obligors expressly agree (to the fullest extent it and they may lawfully do so) that with respect to any Prepayment Premium payable under the terms of this Agreement: (i) the Applicable such Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business peopleparties, ably represented by counsel, ; (ii) the Applicable such Prepayment Premium shall be payable notwithstanding the then then-prevailing market rates at the time payment is made, ; (iii) there has been a course of conduct between the Lenders and the Credit Parties Obligors giving specific consideration in this transaction for such agreement to pay the Applicable such Prepayment Premium, ; and (iv) the Credit Parties Obligors shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) paragraph. The Obligors expressly acknowledge that their agreement to pay the Applicable such Prepayment Premium as herein described is a material inducement to the Lenders to provide the Term Loan Commitments and to make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Event.. ‑41‑

Prepayment Premium. Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders, the Applicable Premium. Without limiting the generality of the foregoing, and notwithstanding Notwithstanding anything to the contrary in this Agreement Section 2.03, (i) any prepayment of any of the Loans effected on or prior to the first anniversary of the First Amendment Effective Date with the proceeds of a Repricing Transaction described in clause (a) of the definition thereof shall be accompanied by a fee equal to 1.00% of the principal amount of the Loans prepaid, unless such fee is waived by the applicable Lender and (ii) if in connection with a Repricing Transaction described in clause (b) of the definition thereof on or prior to such first anniversary of the First Amendment Effective Date, any other Credit Document, it Lender is understood and agreed that if the Obligations are accelerated replaced as a result of its being a non-consenting Lender in respect of such Repricing Transaction pursuant to Section 10.13, such Lender shall be entitled to the occurrence and continuance fee provided under this 2.03(c) as to its Loans so assigned (unless such fee is waived by the applicable Lender). A “Repricing Transaction” means (a) any prepayment of any Event of Default (including the Loans using proceeds of Indebtedness incurred by operation the Borrower or any other Loan Party from a substantially concurrent incurrence of law or otherwise), syndicated term loans for which the Applicable Premium, if any, determined as of interest rate payable thereon on the date of acceleration, will also be due and payable and will be treated and deemed as though such prepayment is lower than (x) the Term Loans were prepaid as Eurodollar Rate on the date of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Premium payable in accordance with this Section 2.8(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and the Credit Parties agree that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, shall also be payable in the event the Obligations prepayment plus (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Parties expressly agree that (iy) the Applicable Premium Margin for Eurodollar Rate Loans with respect to the Loans so prepaid plus (z) any amounts applicable to the Loans so prepaid pursuant to Section 3.04(c) on the date of such prepayment, provided that the primary purpose of such prepayment is reasonable and is to refinance Loans at a lower interest rate or (b) any repricing of any of the product Loans pursuant to an amendment hereto resulting in the interest rate payable thereon immediately following the effectiveness of an arm’s length transaction between sophisticated business people, ably represented by counsel, such amendment being lower than (iix) the Eurodollar Rate immediately prior to the effectiveness of such amendment plus (y) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium, (iv) the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) their agreement to pay the Applicable Premium is a material inducement Margin with respect to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages Loans being amended immediately prior to the Lenders or profits lost by the Lenders as a result effectiveness of such Applicable Premium Trigger Eventamendment.”

Prepayment Premium. Upon In the occurrence event that any Voluntary Act Prepayment (other than any regularly scheduled principal amortization payments specifically provided for in Section 2.01(b)) of all or any portion of the Term Loan is made or is required to be made for any reason whatsoever prior to the Maturity Date (including as a result of any acceleration of the Term Loan resulting from an Applicable Premium Trigger EventEvent of Default, a foreclosure and sale of Collateral, any sale of Collateral in any bankruptcy or insolvency proceeding, a mandatory prepayment or a voluntary prepayment), in addition to the payment of the subject principal amount and all unpaid accrued interest thereon, the Borrower shall be required to pay to the Administrative Agent, for the account benefit of the LendersLenders based on their respective Pro Rata Shares thereof, a Prepayment Premium (as liquidated damages and compensation for the Applicable Premium. Without limiting the generality costs of the foregoing, and notwithstanding anything Lenders being prepared to make funds available hereunder with respect to the contrary Term Loan) in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations are accelerated as a result of the occurrence and continuance of any Event of Default (including by operation of law or otherwise), the Applicable Premium, if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Premium payable in accordance with this Section 2.8(b) shall be presumed to be an amount equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and the Credit Parties agree that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Parties expressly agree that (i) if such Voluntary Act Prepayment is made on or before the Applicable Premium is reasonable No Call Period End Date, the greater of (x) the Make Whole Amount with respect to the Affected Principal Amount subject to such Voluntary Act Prepayment and is (y) five percent (5.00%) with respect to the product of an arm’s length transaction between sophisticated business people, ably represented by counselAffected Principal Amount subject to such Voluntary Act Prepayment, (ii) if such Voluntary Act Prepayment is made after the Applicable Premium shall be payable notwithstanding No Call Period End Date but on or before the then prevailing market rates at second (2nd) anniversary of the time payment is madeClosingSecond LEGAL02/39661241v2LEGAL02/39709302v6 Amendment Effective Date, an amount equal to three percent (3.00%) of the Affected Principal Amount subject to such Voluntary Act Prepayment, (iii) there has been a course if such Voluntary Act Prepayment is made after the second (2nd) anniversary of conduct between Lenders and the Credit Parties giving specific consideration in this transaction for Closingon or after the Second Amendment Effective Date but on or before the third (3rd) anniversary of the Closing Date, an amount equal to one percent (1.00%) of the Affected Principal Amount subject to such agreement to pay the Applicable PremiumVoluntary Act Prepayment, or (iv) if such Voluntary Act Prepayment is made after the Credit Parties third (3rd) anniversary of the Closing Date, an amount equal to zero percent (0%) of the Affected Principal Amount subject to such Voluntary Act Prepayment. Each such Prepayment Premium shall be estopped hereafter from claiming differently than as agreed deemed fully earned, and due and payable, upon each such date that such Voluntary Act Prepayment made, or (if earlier) is required to be made, and shall not be refundable in whole or in part and shall not be subject to reduction or set-off under any circumstances. Borrower acknowledges and agrees that (x) the provisions of this Section 2.8(b)2.02(d) shall remain in full force and effect notwithstanding any rescission by Agent or Required Lenders of an acceleration with respect to all or any portion of the Obligations pursuant to Section 7.02 or otherwise, (vy) their agreement to pay the Applicable payment of any Prepayment Premium is under this Section 2.02(d) constitutes liquidated damages and not a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, penalty and (viz) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such Applicable Voluntary Act Prepayment would be impracticable and extremely difficult to ascertain, and the Prepayment Premium Trigger Eventunder this Section 2.02(d) is provided by mutual agreement of the Borrower, Agent and Lenders as a reasonable estimation and calculation of such lost profits or damages of the Agent and the Lenders.

Prepayment Premium. Upon If, on or prior to the occurrence date that is two years after the Closing Date, (a) there shall occur any amendment, amendment and restatement or other modification of this Agreement that has the effect of reducing the Applicable Margin with respect to any Term Loans (including any reduction or elimination of any “LIBOR floor”) or (b) all or any portion of any Term Loans (including any Other Term Loans unless otherwise expressly provided in the applicable Incremental Term Loan Assumption Agreement) are repaid, prepaid (including in connection with any mandatory prepayment of the Loans pursuant to Section 2.13(c)) or refinanced substantially concurrently with or using the proceeds from, the issuance or incurrence of Indebtedness having an Initial Yield lower than the applicable total yield of the Class or Classes of Term Loans so prepaid or refinanced (as determined by the Administrative Agent to be equal to (i) the sum of (x) the Applicable Premium Trigger EventMargin then in effect for such Class or Classes of Eurodollar Loans (based, in each case, on Eurodollar Loans having a one-month Interest Period, regardless of the then-existing Interest Period or Type of Term Loan) plus the one-month Adjusted LIBO Rate applicable to such Class or Classes of Term Loans, plus (y) the First Out Funding Fee or Last Out Funding Fee, as applicable, paid with respect to such Term Loans on the Closing Date, divided by (i) four, then each such amendment, amendment and restatement, modification, repayment, prepayment or refinancing, as the case may be, shall be accompanied by a fee or prepayment premium, as applicable, equal to (A) 2.00% of the outstanding principal amount of the Term Loans affected by such amendment, amendment and restatement or modification, or subject to such repayment, prepayment or refinancing if such amendment, amendment and restatement, modification, repayment, prepayment or refinancing occurs on or prior to the date that is one year after the Closing Date or (B) 1.00% of the outstanding principal amount of the Term Loans affected by such amendment, amendment and restatement or modification, or subject to such repayment, prepayment or refinancing if such amendment, amendment and restatement, modification, repayment, prepayment or refinancing occurs after the date that is one year after the Closing Date but on or prior to the date that is two years after the Closing Date. As a condition to effectiveness of any required assignment by any Non-Consenting Lender of its Term Loans (including any Other Term Loans unless otherwise expressly provided in the applicable Incremental Term Loan Assumption Agreement) pursuant to Section 2.21(a) or otherwise in respect of any amendment, amendment and restatement or modification to this Agreement effective prior to the date that is two years after the Closing Date that has the effect of reducing the applicable total yield (as determined by the Administrative Agent on the same basis) for any Term Loans, the Borrower shall pay to the Administrative Agent, for the account such Non-Consenting Lender of the Lenders, the Applicable Premium. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations are accelerated as a result of the occurrence and continuance of any Event of Default (including by operation of law or otherwise), the Applicable Premium, if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Premium payable in accordance with this Section 2.8(b) shall be presumed to be a premium or fee equal to the liquidated damages sustained by premium or fee that would apply pursuant to the Lenders as preceding sentence if such Non-Consenting Lender’s Term Loans being assigned were being prepaid and subject to the result of the occurrence of the Applicable Premium Trigger Event, and the Credit Parties agree that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, shall also be payable premium or fee set forth in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Parties expressly agree that (i) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium, (iv) the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Eventimmediately preceding sentence.

Prepayment Premium. Upon During the occurrence term of an Applicable Premium Trigger Eventthis Note, the Borrower shall have the option of paying the Principal Sum to the Lender in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notice received by the Lender at least thirty (30) days prior to making such prepayment; provided, however, that together with such prepayment, the Borrower shall pay to the Administrative AgentLender, for the account as consideration of the Lendersprivilege of making such prepayment, a premium equal to the greater of (a) one percent (1%) of the Principal Sum prepaid, or (b) an amount equal to the present value of the difference between (i) the amount of interest that would have accrued on the Principal Sum during the remaining term of the Note, at the interest rate set forth in Note in effect on the date of prepayment and (ii) the amount of interest that would have accrued on the Principal Sum during the remaining term of the Note at the Current Market Rate. Upon making any prepayment of the Principal Sum in whole, the Applicable PremiumBorrower shall pay to the Lender all interest and Expense owing pursuant to this Note and remaining unpaid. Without limiting the generality Each partial prepayment of the foregoingPrincipal Sum shall be applied in inverse order of maturity. In the event the Maturity Date of this Note is accelerated following an Event of Default, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations are accelerated as a result tender of payment of the occurrence and continuance of any amount necessary to satisfy the entire indebtedness made after such Event of Default (including shall be expressly deemed a voluntary prepayment. In such a case, to the extent permitted by operation of law or otherwise)law, the Applicable PremiumLender shall be entitled to the amount necessary to satisfy the entire indebtedness, if any, determined as of plus the date of acceleration, will also be due and payable and will be treated and deemed as though the Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Premium payable appropriate prepayment premium calculated in accordance with this Section 2.8(bRider. Notwithstanding the foregoing provisions of this Rider A, at any time the Variable Rate (as hereinafter defined) is in effect, there shall be presumed to no premium for prepayment, provided, however, that if the Variable Rate is in effect, a prepayment shall only be equal to made on the liquidated damages sustained by the Lenders as the result first day of the occurrence of the Applicable Premium Trigger Eventmonth, and the Credit Parties agree that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, shall also be payable in the event the Obligations (and/or this Agreementsubject to thirty(30) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Parties expressly agree that (i) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium, (iv) the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Eventdays prior written notice.

Prepayment Premium. Upon In the occurrence event that, on or prior to the third anniversary of the Closing Date, the Term Loans are (a) voluntarily prepaid pursuant to Section 2.05(1) or Section 10.01(2), (b) mandatorily prepaid pursuant to Section 2.05(2)(d) or (c) accelerated in accordance with Section 8.02 or otherwise become due prior to the Maturity Date as a result of an Applicable Premium Trigger EventEvent of Default, in each case, the Borrower shall pay a premium in an amount equal to the Prepayment Premium for the amount of Term Loans being prepaid or repaid, in each case to the Administrative Agent, Agent for the ratable account of each applicable Lender. If the LendersTerm 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 Applicable Premiumamount of principal of and premium on the Term Loans that becomes due and payable shall equal 100% of the principal amount of the Term 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 Term Loans accelerated or otherwise becoming due. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations Term Loans are accelerated as a result of the occurrence and continuance or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law or otherwiselaw)), the Applicable Premium, if any, determined as Prepayment Premium applicable with respect to a voluntary prepayment of the Term Loans on the applicable date of acceleration, acceleration will also be due and payable and will be treated and deemed on the date of such acceleration or such other prior due date as though the Term Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations for all purposes hereinObligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s loss as a result thereof. Any Applicable Premium premium payable in accordance with this Section 2.8(b) above shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, each Lender and the Credit Parties agree Borrower agrees that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, shall also be payable in the event the Obligations THE BORROWER EXPRESSLY WAIVES (and/or this AgreementTO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Parties Borrower expressly agree that agrees (ito the fullest extent it may lawfully do so) that: (A) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, ; (iiB) the Applicable Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, ; (iiiC) there has been a course of conduct between the Lenders and the Credit Parties Borrower giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, ; and (ivD) the Credit Parties Borrower shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Event.paragraph. 188

Prepayment Premium. Upon If Borrower has sent a notice of termination ------------------- pursuant to the occurrence provisions of an Applicable Premium Trigger EventSection 3.6 of the Credit Agreement, then on the ----------- date set forth as the date of termination of the Credit Agreement in such notice, Borrower shall pay to the Administrative Agent, for the account of the Lendersin cash, the Applicable Prepayment Premium. Without limiting In the generality event of the foregoing, termination of the Credit Agreement and notwithstanding anything repayment of the Obligations at any time prior to the contrary Maturity Date, for any other reason, including (a) termination upon the election of the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in this Agreement any Insolvency Proceeding, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other Credit Documentplan of compromise, it is understood restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and agreed that if extreme difficulty of ascertaining the Obligations are accelerated actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of the occurrence such early termination, and continuance of any Event of Default (including by operation of law or otherwise), the Applicable Premium, if any, determined as mutual agreement of the date of acceleration, will also be due and payable and will be treated and deemed parties as though the Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Premium payable in accordance with this Section 2.8(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and the Credit Parties agree that it is a reasonable under the circumstances currently existing. The Applicable Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Parties expressly agree that (i) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium, (iv) the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate estimation and calculation of the lost profits or damages of the Lender Group, Borrower shall pay to Agent on such date of termination, in cash, the Applicable Prepayment Premium, measured as of the date of such termination. For purposes of this section, "Applicable Prepayment Premium" means, as of any ----------------------------- date of determination, an amount equal to (a) during the period from and after the Closing Date through and including the date that is the first anniversary of the Closing Date, 3% times the Maximum Revolver Amount, (b) during the period after the date that is the first anniversary of the Closing Date through and including the date that is the second anniversary of the Closing Date, 1% times the Maximum Revolver Amount, and (c) thereafter, $0. The foregoing to the contrary notwithstanding, if (i) Diamond Creek, together with its Affiliates and Related Funds, shall cease to constitute the Required Lenders or (ii) Diamond Creek shall cease to be the Agent, then the Applicable Prepayment Premium shall be $0. Borrower shall pay all amounts due and payable hereunder to Agent in the manner set forth in the Credit Agreement. Agent hereby is expressly authorized by Borrower to (i) charge such amounts due and owing to the Loan Account, and (ii) designate such amounts as an Advance under the Credit Agreement. Borrower hereby acknowledges and agrees that each fee payable hereunder is fully earned and non-refundable on the date such fee is due and payable as provided above and that it would each such fee constitutes Obligations and is in addition to any other fees payable by Borrower under the Credit Agreement or any other Loan Document. This letter agreement is the Fee Letter referred to in the Credit Agreement, shall be impractical construed under and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost governed by the Lenders as a result laws of the State of New York, and may be executed in any number of counterparts and by different parties on separate counterparts. Each of such Applicable Premium Trigger Eventcounterparts shall be deemed to be an original, and all of such counterparts, taken together, shall constitute but one and the same agreement. Delivery of an executed counterpart of this letter by telefacsimile or other electronic method of transmission shall be equally effective as delivery of a manually executed counterpart. [signature page follows] The contents of this letter are confidential. This letter shall not be disclosed or displayed or its contents otherwise disclosed to any third Person without the prior written consent of Agent, except as required by law. Very truly yours, GRILL CONCEPTS, INC., a Delaware corporation By: ----------------------------- Name: Title: Accepted and agreed to as of the date first above written: DIAMOND CREEK INVESTMENT PARTNERS, LLC, as Agent By: ------------------------ Name: Title:

Prepayment Premium. Upon In the occurrence event that, on or prior to the third anniversary of the Closing Date, the Term Loans are (a) voluntarily prepaid pursuant to Section 2.05(1) or Section 10.01(2), (b) mandatorily prepaid pursuant to Section 2.05(2)(d) or (c) accelerated in accordance with Section 8.02 or otherwise become due prior to the Maturity Date as a result of an Applicable Premium Trigger EventEvent of Default, in each case, the Borrower shall pay a premium in an amount equal to the Prepayment Premium for the amount of Term Loans being prepaid or repaid, in each case to the Administrative Agent, Agent for the ratable account of each applicable Lender. If the LendersTerm 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 Applicable Premiumamount of principal of and premium on the Term Loans that becomes due and payable shall equal 100% of the principal amount of the Term 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 Term Loans accelerated or otherwise becoming due. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations Term Loans are accelerated as a result of the occurrence and continuance or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law or otherwiselaw)), the Applicable Premium, if any, determined as Prepayment Premium applicable with respect to a voluntary prepayment of the Term Loans on the applicable date of acceleration, acceleration will also be due and payable and will be treated and deemed on the date of such acceleration or such other prior due date as though the Term Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations for all purposes hereinObligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s loss as a result thereof. Any Applicable Premium premium payable in accordance with this Section 2.8(b) above shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, each Lender and the Credit Parties agree Borrower agrees that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, shall also be payable in the event the Obligations THE BORROWER EXPRESSLY WAIVES (and/or this AgreementTO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY 195 PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Parties Borrower expressly agree that agrees (ito the fullest extent it may lawfully do so) that: (A) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, ; (iiB) the Applicable Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, ; (iiiC) there has been a course of conduct between the Lenders and the Credit Parties Borrower giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, ; and (ivD) the Credit Parties Borrower shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Eventparagraph.

Prepayment Premium. Upon If (i) any Loans are prepaid pursuant to Section 2.06(a) in an aggregate amount equal to 100% of the principal amount thereof and all outstanding Commitments are terminated in accordance with Section 2.07 (or otherwise) or (ii) the Loans are accelerated (whether automatically or at the option of the Required Lenders) and all outstanding Commitments terminated pursuant to Section 8.02, then such prepayments shall be made subject to a prepayment premium equal to (x) 2.00% of the original aggregate principal amount of Commitments as of the Effective Date (whether used or unused at such time) if such prepayment occurs before the first anniversary of the Effective Date and (y) 0.50% of the original aggregate principal amount of Commitments as of the Effective Date (whether used or unused at such time) if such prepayment and termination occurs on or after the one year anniversary of the Effective Date, but on or prior to the second anniversary of the Effective Date. If any prepayment described in this Section 2.07(d) is consummated on a date that is on or after the date that is 24 months after the Effective Date, then no such premium shall be payable. Such fees shall be earned, due and payable on the date of prepayment. All parties to this Agreement agree and acknowledge that (i) the Lenders will have suffered damages on account of the early prepayment or repayment of the Loans and an early termination of the Commitments and that, in view of the difficulty in ascertaining the amount of such damages, the prepayment premium described herein constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof and (ii) such prepayment premium constitutes neither a penalty for such prepayment nor unaccrued interest on the Loans. For the avoidance of doubt, any prepayment premium that is due during the time periods, and pursuant to the terms, set forth above in this Section 2.06(d) shall be payable regardless of whether such prepayments occur before or after the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders, the Applicable Premium. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations are accelerated as a result of the occurrence and continuance of any Event of Default (including by operation any Event of law or otherwiseDefault pursuant to Section 8.01(f), the Applicable Premium, if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Premium payable in accordance with this Section 2.8(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and the Credit Parties agree that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Parties expressly agree that (i) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium, (iv) the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Event.

Prepayment Premium. Upon the occurrence of an Applicable any Prepayment Premium Trigger Event, the Borrower shall pay or cause to be paid to the Administrative Agent, for the account ratable benefit of the Lenders, the Applicable Premiumany applicable Prepayment Premium with respect to such Prepayment Premium Trigger Event. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations are accelerated as a result of the occurrence and continuance The amount of any Event of Default (including by operation of law or otherwise), the Applicable Premium, if any, determined applicable Prepayment Premium shall be calculated as of the date of acceleration, will also the corresponding Prepayment Premium Trigger Event and shall be due and payable and will be treated and deemed as though the Term Loans were prepaid as in cash on such date. The Borrower, on behalf of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Premium payable in accordance with this Section 2.8(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, itself and the other Credit Parties agree that it is reasonable under the circumstances currently existing. The Applicable PremiumParties, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Parties expressly agree agrees that (ia) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (iib) the Applicable Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iiic) there has been a course of conduct between Lenders and the Borrower and the other Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, (ivd) the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b)Agreement, (ve) their the agreement of the Borrower to pay the Applicable Prepayment Premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vif) the Applicable Prepayment Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable any Prepayment Premium Trigger Event. If for any reason any Prepayment Premium is not paid in cash when due (and without limiting any Default or Event of Default arising as a result thereof), such Prepayment Premium shall be (without any further action or consent of any Person) capitalized and added to the principal balance of the Term Loans (in the case of any Prepayment Premium due in respect of the Term Loans).

Prepayment Premium. Upon Borrowers shall have the occurrence of an Applicable Premium Trigger Eventright to prepay the Loan, the Borrower shall pay to the Administrative Agent, for the account of the Lenders, the Applicable Premium. Without limiting the generality of the foregoingin whole only, and notwithstanding anything to the contrary not in this Agreement or part, on any other Credit Documentregularly scheduled payment date; provided, it is understood and agreed however, that if the Obligations are accelerated as a result of the occurrence and continuance of any Event of Default (including by operation of law or otherwise), the Applicable Premium, if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Premium payable in accordance with this Section 2.8(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and the Credit Parties agree that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Parties expressly agree that Borrowers (i) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counselgive Agent at least thirty (30) days' prior written notice, (ii) pay Agent and Lenders the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders Exit Fee and all other fees and costs due from Borrowers to Agent and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable PremiumLenders, (iv) the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the Term Loan Commitments including any attorneys' fees and make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits disbursements incurred by Agent or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of the prepayment and the Prepayment Premium, if any, and (iii) pay and perform in full all other Liabilities under this Agreement. For the avoidance of doubt, the Credit Parties hereby acknowledge and agree that the Exit Fee and the Prepayment Premium as referenced in this Agreement and in this Section 3.4 are separate obligations of Borrowers, and Borrowers shall be liable for the Prepayment Premium and the Exit Fee in accordance with the terms and conditions of this Agreement. Partial prepayments of the Loan shall not be permitted, except for (1) partial prepayments resulting from Agent receiving and applying insurance proceeds or condemnation awards to reduce the outstanding principal balance of the Loan in which event no Prepayment Premium shall be payable upon any such Applicable partial prepayments, or (2) as otherwise specifically permitted in this Agreement. The Prepayment Premium Trigger Eventshall be due and payable upon the payment of the Loan in full, or upon acceleration or otherwise when the Loan becomes due and payable in full; provided, however, no Prepayment Premium shall be due if Borrowers make a Permitted Prepayment that prepays the Loan in whole only, and not in part, on or after December 30, 2022. For the sake of clarity, unless prohibited by the Intercreditor Agreement, the Loan may be prepaid as provided herein without regard to whether or not the Senior Debt is then being prepaid.

Prepayment Premium. Upon Borrower acknowledges that (a) Lender is lending the occurrence A Portion in consideration of an Applicable Premium Trigger Event, the Borrower shall pay receipt by Lender of all interest and other benefits intended to be conferred by the Loan Documents and (b) if payments of principal are made to Lender prior to the Administrative Agentdate permitted under Section 2.4.1, for the account of the Lendersany reason whatsoever, the Applicable Premium. Without limiting the generality of the foregoingwhether voluntary, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations are accelerated as a result of Lender’s acceleration of the occurrence and continuance of any A Portion after an Event of Default (including Default, by operation of law or otherwise), Lender will not receive all such interest and other benefits and may, in addition, incur costs. For these reasons, and to induce Lender to make the Applicable PremiumLoan, Borrower agrees that, except as expressly provided in this Section 2.4, all prepayments, if any, determined as of whether voluntary or involuntary on the date of accelerationA Portion, will also be due and payable and will be treated and deemed as though accompanied by the Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes hereinPrepayment Premium. Any Applicable Such Prepayment Premium payable in accordance with this Section 2.8(b) shall be presumed to be equal to the liquidated damages sustained required whether payment is made by Borrower, by a Person on behalf of Borrower, or by the Lenders as the result of the occurrence of the Applicable Premium Trigger Eventpurchaser at any foreclosure sale, and the Credit Parties agree that it is reasonable under the circumstances currently existingmay be included in any bid by Lender at such sale. The Applicable Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Parties expressly agree Borrower further acknowledges that (i) the Applicable Premium it is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, a knowledgeable real estate developer and/or investor; (ii) it fully understands the Applicable Premium shall be payable notwithstanding effect of the then prevailing market rates at provisions of this Section 2.4, as well as the time payment is made, other provisions of the Loan Documents; (iii) there has been a course the making of conduct between Lenders the Loan by Lender at the Applicable Interest Rate and other terms set forth in the Credit Parties giving specific Loan Documents are sufficient consideration in this transaction for such agreement Borrower’s obligation to pay the Applicable Premium, a Prepayment Premium (if required); and (iv) the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the Term Loan Commitments and Lender would not make the Term LoansLoan on the terms set forth herein without the inclusion of such provisions. Borrower also acknowledges that the provisions of this Agreement limiting the right of prepayment and providing for the payment of the Prepayment Premium on the A Portion and other charges specified herein on the Loan were independently negotiated and bargained for, and (vi) the Applicable Premium represents constitute a good faith, reasonable estimate and calculation specific material part of the lost profits or damages consideration given by Borrower to Lender for the making of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger EventLoan.

Prepayment Premium. Upon In the event that all or any portion of the Loans are repaid or prepaid for any reason (including as a result of any mandatory prepayments, voluntary prepayments, payments made following acceleration of the Loans or after an Event of Default) prior to the thirtieth (30th) month anniversary of the Closing Date (or in the case of the Delayed Draw Term Loans, prior to the thirtieth (30th) month anniversary of the Delayed Draw Funding Date), such repayments or prepayments will be made together with a premium equal to the Applicable Make-Whole Amount as of the date of such repayment or prepayment (the “Prepayment Premium”); provided that the Prepayment Premium shall not apply to mandatory prepayments made by the Borrower pursuant to Section 2.2(e)(v). If the Loans are accelerated or otherwise become due prior to November 26, 2024, in each case, as a result of an Event of Default (including upon the occurrence of an Applicable Premium Trigger Eventa bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Borrower amount of principal of and premium on the Loans that becomes due and payable shall pay to the Administrative Agent, for the account equal 100% of the Lendersprincipal 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 Applicable PremiumLoans accelerated or otherwise becoming due. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations Loans are accelerated as a result of the occurrence and continuance or otherwise become due prior to November 26, 2024, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law or otherwiselaw)), the Applicable Premium, if any, determined as Prepayment Premium applicable with respect to a voluntary prepayment of the date of acceleration, Loans will also be due and payable and will be treated and deemed on the date of such acceleration or such other prior due date as though the Term Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations for all purposes hereinObligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s loss as a result thereof. Any Applicable Premium premium payable in accordance with this Section 2.8(b) above shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, each Lender and the Credit Parties agree Borrower agrees that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, shall also be payable in the event the Obligations THE BORROWER EXPRESSLY WAIVES (and/or this AgreementTO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Parties Borrower expressly agree that agrees (ito the fullest extent it may lawfully do so) that: (A) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, ; (iiB) the Applicable Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, ; (iiiC) there has been a course of conduct between the Lenders and the Credit Parties Borrower giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, ; and (ivD) the Credit Parties Borrower shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Eventparagraph.

Prepayment Premium. Upon If all or any part of the principal balance of any Term Loan is paid after the first anniversary of the Closing Date for any reason (including, but not limited to, any optional or mandatory payment or any payment made after the occurrence of an Applicable Premium Trigger EventEvent of Default or after acceleration of the Loans, the Borrower but excluding any payment made pursuant to Section 2.11(a), 2.11(b), 2.13(b) or 2.13(e)), Company shall pay to each Initial Lender in accordance with its Pro Rata Shares on the Administrative Agent, for Closing Date (or as any such Initial Lender may otherwise agree in writing with any of its assignees under the account Financing Agreement with respect to the portion of the LendersPrepayment Premium that would otherwise be distributed to such Initial Lender hereunder), a prepayment premium (the Applicable "Prepayment Premium. ") on the amount so paid as follows: Global Geophysical Services, Inc. September 30, 2013 Relevant period (number of calendar months elapsed since the Closing Date) Prepayment Premium as a percentage of the amount so paid after 12 and on or prior to 24 3.0% after 24 0% Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations are accelerated as a result for any reason, including because of the occurrence and continuance of any Event of Default default, sale, disposition or encumbrance (including that by operation of law or otherwise), the Applicable Premium, if any, determined as of the date of acceleration, Yield Maintenance Premium and Prepayment Premium will also be due and payable and will be treated and deemed as though the Term Loans were said indebtedness was voluntarily prepaid as of such date and shall constitute part of the Obligations for all purposes hereinObligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any Applicable Yield Maintenance Premium and Prepayment Premium payable in accordance with this Section 2.8(b) above shall be presumed to be equal to the liquidated damages sustained by the Lenders each Lender as the result of the occurrence of the Applicable Premium Trigger Event, early termination and the Credit Parties agree Company agrees that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, Yield Maintenance Premium and Prepayment Premium shall also be payable in the event the Obligations (and/or this AgreementAgreement 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 CREDIT PARTIES COMPANY EXPRESSLY WAIVE WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE YIELD MAINTENANCE PREMIUM AND PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Parties Company expressly agree that agrees that: (iA) the Applicable 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, ; (iiB) the Applicable Yield Maintenance Premium and Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, ; (iiiC) there has been a course of conduct between Lenders and the Credit Parties Company giving specific consideration in this transaction for such agreement to pay the Applicable Yield Maintenance Premium and Prepayment Premium, ; and (ivD) the Credit Parties Company shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) their paragraph. The Company expressly acknowledges that its agreement to pay the Applicable Yield Maintenance Premium and Prepayment Premium to Lenders as herein described is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans. The Company acknowledges and agrees that, except as expressly set forth herein and in the Financing Agreement, the Company may not pay any fees to any other Agent or Lender in connection with the Financing Agreement and the other Loan Documents except as may be agreed in writing by the parties hereto. All fees payable hereunder shall be fully earned when due and non-refundable when paid and shall be in addition to any other fees, costs and expenses payable pursuant to the Financing Agreement and the other Loan Documents. Each of the parties hereto (and their respective successors and assigns) reserves the right to allocate, in whole or in part, to any of its affiliates certain fees payable to such Person hereunder in such manner as such Person and such affiliates shall agree in their sole discretion. Global Geophysical Services, Inc. September 30, 2013 Page 4 To the extent permitted by applicable law, the Company's obligation to pay the foregoing fees will not be subject to counterclaim or setoff for, or be otherwise affected by, any claim or dispute you may have. Within 120 days following the Closing Date (or such later date as Company may request and the Required Lenders may agree (which agreement shall not be unreasonably withheld)), the Company shall deliver to the Collateral Agent evidence that (a) the Loan Parties have amended the license agreement with Xxxxxxx X. Xxxxxx, owner of the trademark "Global Geophysical Service", to eliminate the change of control provisions and anti-assignment provisions contained therein, and (vib) that all documents reasonably requested by TCP or TSL have been filed with the Applicable Premium represents United States Patent and Trademark Office to reflect that a good faith, reasonable estimate and calculation Loan Party is the record owner of the lost profits or damages registered Patents and Trademarks specified on Schedule 4.7 to the Pledge and Security Agreement. Please note that this Fee Letter is exclusively for the information of the Lenders senior management of the Company and that it would may not be impractical disclosed by the Company to any third party other than the Company's officers, directors, agents, attorneys and extremely difficult to ascertain advisors who are directly involved in the actual amount of damages Financing Agreement to the Lenders extent such persons agree or profits lost are otherwise obligated to hold the same in confidence or circulated or referred to publicly, except to the extent expressly set forth in the Financing Agreement. This letter shall be governed by and construed in accordance with the Lenders laws of the State of New York without regard to principles of conflicts of law. This letter may be executed in any number of counterparts, each of which when executed shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this letter by facsimile or electronic transmission shall be effective as delivery of a result manually executed counterpart hereof. Please confirm that the foregoing is in accordance with your understanding by signing and returning to us the enclosed copy of such Applicable Premium Trigger Eventthis letter, which shall become a binding agreement upon our receipt. Very truly yours, TPG SPECIALTY LENDING, INC., as Collateral Agent, Lender and Co-Lead Arranger By: /s/ XXXXXXX XXXXXXX___________________ Name: Xxxxxxx Xxxxxxx Title: CEO XXXXXXXXXX CAPITAL PARTNERS, LLC, as Co-Lead Arranger By: /s/ XXXX XXXXX___________________________ Name:Xxxx Xxxxx Title: Managing Partner Fee Letter ACCEPTED AS OF THE DATE FIRST WRITTEN ABOVE: GLOBAL GEOPHYSICAL SERVICES, INC. By: /s/ X. XXXXXX XXXXXXXX___________________ Name: X. Xxxxxx Xxxxxxxx Title: Senior Vice President and Chief Financial Officer

Prepayment Premium. Upon the occurrence of an Applicable a Prepayment Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders, the Applicable Prepayment Premium, plus any and all accrued but unpaid interest on the amount of principal being so prepaid through and including the date of prepayment. Without limiting Any such Prepayment Premium shall be fully earned on the generality of the foregoing, date paid and shall not be refundable or subject to proration for any reason; provided that a Tax-Related Cancellation and Prepayment shall in no circumstances constitute a Prepayment Premium Trigger Event notwithstanding anything to the contrary in this Agreement or any Loan Document. Notwithstanding anything to the contrary in this Agreement or any other Credit Loan Document, it is understood and agreed that if the Obligations are accelerated as a result Prepayment Premium Trigger Event occurs under clauses (a)(ii), (b), (c) or (d) of the occurrence and continuance of any Event of Default (including by operation of law or otherwise)definition thereof, the Applicable Prepayment Premium, if any, determined as of the date of accelerationsuch acceleration or event, will also be due and payable and will be treated and deemed as though the entire principal amount of the Term Loans were Loan was prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Prepayment Premium payable in accordance with this Section 2.8(b2.2(f) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Prepayment Premium Trigger Event, and the Credit Parties Borrower and Guarantors agree that it is reasonable under the circumstances currently existing. The Applicable Prepayment Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES BORROWER AND THE GUARANTORS EXPRESSLY WAIVE (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATIONPREPAYMENT, INCLUDING ANY VOLUNTARY OR INVOLUNTARY ACCELERATION OF THE OBLIGATIONS PURSUANT TO AN INSOLVENCY PROCEEDING OR OTHER PROCEEDING PURSUANT TO ANY INSOLVENCY LAWS OR PURSUANT TO A PLAN OF REORGANIZATION. The Credit Parties Borrower and Guarantors expressly agree that (i) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Applicable Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between the Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, (iv) the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b2.2(f), (v) their agreement to pay the Applicable Prepayment Premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term LoansLoan, and (vi) the Applicable Prepayment Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Prepayment Premium Trigger Event.. -6-

Prepayment Premium. Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay Notwithstanding anything herein to the Administrative Agentcontrary, for in the account event all or any portion of the LendersLoans or other Obligations are prepaid, the Applicable Premium. Without limiting the generality repaid or accelerated for any reason (including, without limitation, an acceleration (whether or not such acceleration occurs automatically) of the foregoing, Loans and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations are accelerated (including as a result of any Event of Default, including, without limitation, any Event of Default under Section 9.01(e) or Section 9.01(f)), upon the occurrence and continuance of any Event of Default (including by operation including, without limitation, a Change of law or otherwiseControl), or upon any mandatory prepayment or optional prepayment (except in connection with any prepayment described in the Applicable parenthetical set forth in Section 2.02(d)(ii)(C) with proceeds received from an Event of Loss) or any prepayment contemplated by Schedule 3 hereto,), such prepayments or repayments shall be accompanied by a prepayment premium equal to the Prepayment Premium. If the Loans are accelerated for any reason under this Loan Agreement, the Prepayment Premium shall be calculated as if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the Term Loans were prepaid as acceleration of such Loans was the date of prepayment of such Loans. The parties hereto acknowledge and shall constitute part agree that, in light of the Obligations for all purposes herein. Any Applicable impracticality and extreme difficulty of ascertaining actual damages, the Prepayment Premium payable in accordance with this Section 2.8(b) shall be presumed set forth above is intended to be equal to a reasonable calculation of the liquidated actual damages sustained that would be suffered by the Agent and the Lenders as the a result of the occurrence of the Applicable Premium Trigger Event, any such repayment or prepayment. The parties hereto further acknowledge and the Credit Parties agree that it the Prepayment Premium is reasonable under not intended to act as a penalty or to punish the circumstances currently existingBorrower for any such repayment or prepayment. The Applicable Prepayment Premium, if any, shall also be payable in the event the Obligations (and/or this Loan Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Parties expressly agree that (i) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium, (iv) the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Event.26 KE 52826770.15

Prepayment Premium. Upon Payment of any Prepayment Premium under this Section 3.03 constitutes liquidated damages, not unmatured interest or a penalty, as the occurrence actual amount of an Applicable Premium Trigger Eventdamages to the Lenders as a result of the relevant triggering event, prepayment or repayment would be impracticable and extremely difficult to ascertain. Accordingly, the Prepayment Premium hereunder is provided by mutual agreement of the Borrower shall pay to and the Administrative Agent, for the account Lenders as a reasonable estimation and calculation of such actual lost profits and other actual damages of the Lenders, the Applicable Premium. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations are accelerated as a result of upon the occurrence and continuance of any Event of Default (including by operation of law or otherwise)Premium Event, the Applicable Premium, if any, determined as of the date of acceleration, will also Prepayment Premium shall be automatically and immediately due and payable and will be treated and deemed as though any prepaid or repaid portion of the Term Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Premium payable in accordance with this Section 2.8(b) shall be presumed to be equal to the liquidated damages sustained secured by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and the Credit Parties agree that it is reasonable under the circumstances currently existingCollateral. The Applicable Premium, if any, Prepayment Premium shall also be automatically and immediately due and payable in if the event the Obligations (and/or this Agreement) Term Loans are satisfied or released by foreclosure (whether by power of judicial proceedingproceeding or otherwise), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES BORROWER HEREBY EXPRESSLY WAIVE WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR OTHER LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATIONEVENTS. The Credit Parties Borrower and the other Obligors expressly agree (to the fullest extent it and they may lawfully do so) that with respect to the Prepayment Premium payable under the terms of this Agreement: (i) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business peopleparties, ably represented by counsel, ; (ii) the Applicable Prepayment Premium shall be payable notwithstanding the then then-prevailing market rates at the time payment is made, ; (iii) there has been a course of conduct between the Lenders and the Credit Parties Obligors giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, ; and (iv) the Credit Parties Obligors shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) paragraph. The Obligors expressly acknowledge that their agreement to pay the Applicable Prepayment Premium as herein described is a material inducement to the Lenders to provide the Term Loan Commitments and to make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Event.

Prepayment Premium. Upon Payment of any Prepayment Premium under this Section 3.03 constitutes liquidated damages, not unmatured interest or a penalty, as the occurrence actual amount of an Applicable Premium Trigger Event, the Borrower shall pay damages to the Administrative AgentLenders as a result of the relevant triggering event, for prepayment or repayment would be impracticable and extremely difficult to ascertain. Accordingly, any Prepayment Premium hereunder is provided by mutual agreement of the account Obligors and the Lenders as a reasonable estimation and calculation of such actual lost profits and other actual damages of the Lenders, the Applicable Premium. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations are accelerated as a result of upon the occurrence and continuance of any Event of Default (including by operation of law or otherwise)prepayment event, the Applicable Premium, if any, determined as of the date of acceleration, will also any Prepayment Premium shall be automatically and immediately due and payable and will be treated and deemed as though any prepaid or repaid portion of the Term Loans were was voluntarily prepaid as of such date and shall constitute part of the Obligations for all purposes hereinsecured by the Collateral. Any Applicable Prepayment Premium payable in accordance with this Section 2.8(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and the Credit Parties agree that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, shall also be automatically and immediately due and payable in if the event the Obligations (and/or this Agreement) Term Loans are satisfied or released by foreclosure (whether by power of judicial proceedingproceeding or otherwise), deed in lieu of foreclosure or by any other means. EACH OBLIGOR HEREBY EXPRESSLY WAIVES (TO THE CREDIT PARTIES EXPRESSLY WAIVE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR OTHER LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATIONEVENTS. The Credit Parties Obligors expressly agree (to the fullest extent it and they may lawfully do so) that with respect to any Prepayment Premium payable under the terms of this Agreement: (i) the Applicable such Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business peopleparties, ably represented by counsel, ; (ii) the Applicable such Prepayment Premium shall be payable notwithstanding the then then-prevailing market rates at the time payment is made, ; (iii) there has been a course of conduct between the Lenders and the Credit Parties Obligors giving specific consideration in this transaction for such agreement to pay the Applicable such Prepayment Premium, ; and (iv) the Credit Parties Obligors shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) paragraph. The Obligors expressly acknowledge that their agreement to pay the Applicable such Prepayment Premium as herein described is a material inducement to the Lenders to provide the Term Loan Commitments and to make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Event.

Prepayment Premium. Upon In the occurrence event that, prior to the three (3) year anniversary of an Applicable the Effective Date (i) the Borrower shall prepay or refinance all or a portion of the Term Loan (except pursuant to Section 2.9(a), Section 2.10(c)(ii), Section 2.10(c)(iii) or clause (b) of the definition of Prepayment Event), (ii) all or any portion of the Term Loan is accelerated pursuant to Article VII, or (iii) all or any portion of the principal of the Term Loan is required to be assigned pursuant to Section 2.18 (each of the events set forth in clauses (i), (ii) and (iii), a “Prepayment Premium Trigger Event”), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, a prepayment premium equal to the Applicable Premium. Without limiting applicable Prepayment Premium multiplied by the generality aggregate principal amount of the foregoingTerm Loan so prepaid, refinanced, substituted, replaced, accelerated or assigned, as applicable. Such amounts shall be due and notwithstanding anything to payable on the contrary in this Agreement date of such prepayment, refinancing, substitution, replacement, acceleration or any other Credit Documentassignment, it or the effective date of such amendment, as the case may be. It is understood and agreed that if the Obligations are accelerated as Prepayment Premium applicable at the time of a result of the occurrence and continuance of any Prepayment Premium Trigger Event of Default (including by operation of law or otherwise), the Applicable Premium, if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes hereinObligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Xxxxxx’s lost profits as a result thereof. Any Applicable Prepayment Premium payable in accordance with under the terms of this Section 2.8(b) Agreement shall be presumed to be equal to the liquidated damages sustained by the Lenders each Lender as the result of the occurrence of the Applicable such Prepayment Premium Trigger Event, and the Credit Parties agree Borrower agrees that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, shall also be payable in the event the Obligations EACH LOAN PARTY EXPRESSLY WAIVES (and/or this AgreementTO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATIONPREPAYMENT PREMIUM TRIGGER EVENT. The Credit Parties Borrower expressly agree agrees (to the fullest extent that it may lawfully do so) that: (iA) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, ; (iiB) the Applicable Prepayment Premium shall be payable notwithstanding the then then-prevailing market rates at the time payment is made, ; (iiiC) there has been a course of conduct between the Lenders and the Credit Parties Borrower giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, ; and (ivD) the Credit Parties Borrower shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) their paragraph. The Borrower expressly acknowledges that its agreement to pay the Applicable Prepayment Premium to the Lenders as herein described is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans. For the avoidance of doubt, and (vi) the Applicable Administrative Agent shall have no obligation to calculate, or to verify the Borrower’s or any other Lender’s calculation of, any Prepayment Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Eventdue under this Agreement.

Prepayment Premium. Upon Payment of any Prepayment Premium under this Section 3.03 constitutes liquidated damages, not unmatured interest or a penalty, as the occurrence actual amount of an Applicable Premium Trigger Event, the Borrower shall pay damages to the Administrative AgentLenders as a result of the relevant triggering event, for prepayment or repayment would be impracticable and extremely difficult to ascertain. Accordingly, any Prepayment Premium hereunder is provided by mutual agreement of the account Obligors and the Lenders as a reasonable estimation and calculation of such actual lost profits and other actual damages of the Lenders, the Applicable Premium. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations are accelerated as a result of upon the occurrence and continuance of any Event of Default (including by operation of law or otherwise)prepayment event, the Applicable Premium, if any, determined as of the date of acceleration, will also any Prepayment Premium shall be automatically and immediately due and payable and will be treated and deemed as though any prepaid or repaid portion of the Term Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations for all purposes hereinsecured by the Collateral. Any Applicable Prepayment Premium payable in accordance with this Section 2.8(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and the Credit Parties agree that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, shall also be automatically and immediately due and payable in if the event the Obligations (and/or this Agreement) Term Loans are satisfied or released by foreclosure (whether by power of judicial proceedingproceeding or otherwise), deed in lieu of foreclosure or by any other means. EACH OBLIGOR HEREBY EXPRESSLY WAIVES (TO THE CREDIT PARTIES EXPRESSLY WAIVE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR OTHER LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATIONEVENTS. The Credit Parties Borrower and the other Obligors expressly agree (to the fullest extent it and they may lawfully do so) that with respect to any Prepayment Premium payable under the terms of this Agreement: (i) the Applicable such Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business peopleparties, ably represented by counsel, ; (ii) the Applicable such Prepayment Premium shall be payable notwithstanding the then then-prevailing market rates at the time payment is made, ; (iii) there has been a course of conduct between the ‑41‑ Lenders and the Credit Parties Obligors giving specific consideration in this transaction for such agreement to pay the Applicable such Prepayment Premium, ; and (iv) the Credit Parties Obligors shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) paragraph. The Obligors expressly acknowledge that their agreement to pay the Applicable such Prepayment Premium as herein described is a material inducement to the Lenders to provide the Term Loan Commitments and to make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Event.

Prepayment Premium. Upon In connection with any (1) prepayment made pursuant to Section 2.05(a) or Section 2.05(b)(iii), (2) any prepayment in connection with mandatory assignments through the occurrence use of an Applicable any “yank-a-bank” provision or (3) any payment of Term B Loans made following acceleration (each event described in clause (1), (2) and (3) of this Section 2.05(a)(iii), a “Prepayment Premium Trigger Event”), that occurs (i) prior to the date which is twelve (12) months following the Closing Date, shall be subject to a prepayment premium of 2.00% of the principal amount of the Term B Loans so prepaid and (ii) from the date which is twelve (12) months following the Closing Date to but excluding the date that is twenty-four (24) months following the Closing Date, shall be subject to a prepayment premium of 1.00% of the principal amount of the Term B Loans so prepaid (the premium in clauses (i) through (iii), the Borrower shall pay to the Administrative Agent“Prepayment Premium”) and (iv) thereafter, for the account of the Lenders, the Applicable Premium0.0%. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it It is understood and agreed that if the Obligations Term B Loans are accelerated as a result of the occurrence and continuance or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law or otherwiselaw)), a Prepayment Premium which would have applied if, at the Applicable Premium, if any, determined as time of the date of such acceleration, a Prepayment Premium Trigger Event had occurred will also be due and payable and will be treated and deemed as though the Term Loans were prepaid as of a Prepayment Premium Trigger Event had occurred and such date and Prepayment Premium shall constitute part of the Obligations for all purposes hereinObligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Term Lender’s lost profits as a result thereof. Any Applicable The Prepayment Premium payable in accordance with this Section 2.8(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders each Term Lender as the result of the occurrence acceleration or repayment of the Applicable Premium Trigger Event, Term B Loans and the Credit Parties agree Borrower agrees that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, Prepayment Premium shall also be payable in the event the Obligations (and/or this Agreement) Term B Loans are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES BORROWER EXPRESSLY WAIVE 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 APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Parties Borrower expressly agree agrees (to the fullest extent that each may lawfully do so) that: (iA) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, ; (iiB) the Applicable Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, ; (iiiC) there has been a course of conduct between Lenders each Term Lender and the Credit Parties Borrower giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, ; and (ivD) the Credit Parties Borrower shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) their paragraph. The Borrower expressly acknowledges that its agreement to pay the Applicable Prepayment Premium to the Term Lenders as herein described is a material inducement to the Term Lenders to provide the Term Loan Commitments and make the Term B Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Event.

Prepayment Premium. Upon During the occurrence of an Applicable Premium Trigger Eventperiods set forth in the table below, the Borrower shall pay to may only prepay the Administrative AgentTerm Loans, for in whole or in part, at the account prices (expressed as percentages of the Lendersprincipal amount of such Term Loans to be prepaid) set forth below, the Applicable Premium. Without limiting the generality of the foregoingas applicable, plus accrued and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations are accelerated as a result of the occurrence and continuance of any Event of Default (including by operation of law or otherwise), the Applicable Premiumunpaid interest, if any, determined as of to the date of accelerationprepayment (the “Prepayment Premium”): Period Percentage From the date hereof to and including May 8, will also 2016 102.0% May 9, 2016 to and including May 8, 2017 101.0% Any time after May 8, 2017, the Prepayment Premium shall not apply and the Borrower shall be due permitted to voluntarily prepay the Term Loan in whole or in part without premium or penalty. Notwithstanding the foregoing, to the extent (x) any modification or amendment is made to (or waiver granted with respect to) any provision or term in Article VI, Article VII, Article X, Section 8.01 or Section 8.02 (including any material definition related to any of the foregoing but not defined in such Articles or Sections) of the Existing Facility (or any facility refinancing, replacing, modifying, extending or increasing the facilities under the Existing Facility) and a corresponding modification and amendment is not granted by the Lenders and Administrative Agent (as applicable) under this Agreement within five Business Days of being granted by the lenders or administrative agent under the Existing Facility, as applicable, or (y) the Existing Facility is repaid in full and not replaced by a substantially similar credit facility, the Prepayment Premium set forth in clause (b) above shall cease to apply with respect to any prepayment made by the Borrower under this Agreement and, in each case, therefore the Borrower shall be permitted to prepay the Term Loan in whole or in part without premium or penalty. Borrower acknowledges and agrees that the amounts payable and will be treated and deemed as though under this Section 2.05 in connection with the prepayment of the Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Premium payable in accordance with this Section 2.8(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and the Credit Parties agree that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Parties expressly agree that (i) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium, (iv) the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders in view of the difficulties and that it would be impractical and extremely difficult to ascertain impracticality of determining the actual amount of damages to resulting from the Lenders or profits lost by the Lenders as a result prepayment of such Applicable Premium Trigger EventTerm Loans.

Prepayment Premium. Upon Each optional prepayment of Initial Loans or Converted First Lien Stub Loans made after the Effective Date pursuant to Section 2.3(a), each mandatory prepayment of the Initial Loans made after the Effective Date pursuant to Section 2.4(c), each mandatory assignment of Initial Loans or Converted First Lien Stub Loans made after the Effective Date pursuant to Section 3.7, each payment, refinancing or repricing of Initial Loans or Converted First Lien Stub Loans made after the Effective Date in connection with any Repricing Transaction and each payment (or deemed payment) of Initial Loans or Converted First Lien Stub Loans following the acceleration thereof for any reason (including, but not limited to, any optional or mandatory payment after the occurrence of an Applicable Premium Trigger EventEvent of Default or after acceleration of the Loans including in connection with any proceeding subject to Debtor Relief Laws), shall be accompanied by the Prepayment Premium, if applicable. Without limiting the generality of the foregoing, it is understood and agreed that if the Obligations are accelerated for any reason, including because of default, the commencement of any insolvency proceeding or other proceeding pursuant to any Debtor Relief Laws, sale, disposition or encumbrance (including that by operation of law or otherwise), the Prepayment Premium, if any, determined as of the date of acceleration will also be due and payable as though 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 Prepayment Premium payable 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 termination and the Borrower agrees that it is reasonable under the circumstances currently existing. The Prepayment Premium, if any, shall pay also be payable (i) in the event the Obligations are satisfied or released by foreclosure (whether by power of judicial proceeding or otherwise), deed in lieu of foreclosure or by any other means and/or (ii) upon the satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement, defeasance or compromise of any of the Obligations in any insolvency proceeding or other proceeding pursuant to any Debtor Relief Laws, foreclosure (whether by power of judicial proceeding or otherwise), deed in lieu of foreclosure or by any other means or the making of a distribution of any kind in any insolvency proceeding or other proceeding pursuant to any Debtor Relief Laws to the Administrative Agent, for the account of the Lenders, the Applicable Premium. Without limiting the generality in full or partial satisfaction of the foregoing, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations are accelerated as a result of the occurrence and continuance of any Event of Default (including by operation of law or otherwise), the Applicable Premium, if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Premium payable in accordance with this Section 2.8(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and the Credit Parties agree that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other meansObligations. THE CREDIT PARTIES BORROWER EXPRESSLY WAIVE WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATIONACCELERATION INCLUDING IN CONNECTION WITH ANY VOLUNTARY OR INVOLUNTARY ACCELERATION OF THE OBLIGATIONS PURSUANT TO ANY INSOLVENCY PROCEEDING OR OTHER PROCEEDING PURSUANT TO ANY DEBTOR RELIEF LAWS OR PURSUANT TO A PLAN OF REORGANIZATION. The Credit Parties Borrower expressly agree that agrees that: (iA) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, ; (iiB) the Applicable Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, ; (iiiC) there has been a course of conduct between Lenders and the Credit Parties Borrower giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, ; and (ivD) the Credit Parties Borrower shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) their Section. The Borrower expressly acknowledges that its agreement to pay such amount to the Applicable Premium Lenders as herein described is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Event.

Prepayment Premium. Upon Borrowers acknowledge and agree that (a) Lender is making the occurrence Loan in consideration of an Applicable Premium Trigger Event, the Borrower shall pay receipt by Lender of all interest and other benefits intended to be conferred by the Loan Documents and (b) if payments of Principal become due and owing to Lender on or prior to the Administrative AgentPermitted Prepayment Date (including any payments due under the Guaranty, to the extent applicable), for the account of the Lendersany reason whatsoever, the Applicable Premium. Without limiting the generality of the foregoingwhether voluntary or involuntary, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations are accelerated including as a result of any acceleration of the occurrence and continuance Loan pursuant to the terms of any Event of Default (including this Agreement, by operation of law or otherwise)otherwise or after an Event of Default, Lender will not receive all such interest and other benefits and may, in addition, incur costs. For these reasons, and to induce Lender to make the Applicable PremiumLoan, if anyBorrowers agree that, determined except as expressly provided in Section 2.3.2 or Article 7 hereof, during the continuance of an Event of Default and/or at any time from and after the acceleration of the date Debt by the terms of accelerationthis Agreement, will also operation of law or otherwise, any payments of Principal and accrued interest and other sums due under the Loan Documents, shall include the Prepayment Premium applicable to such Principal; provided, however, that the foregoing shall not be due deemed to imply that the Loan may be voluntarily prepaid in any manner or under any circumstance other than as expressly set forth in this Agreement. Such Prepayment Premium shall be required together with such repayment of Principal whether payment is made by Borrowers, Guarantor (if applicable pursuant to the terms of the Guaranty) or any other Person on behalf of one or more Borrowers or Guarantor, or by the purchaser at any foreclosure sale, and payable may be included in any bid by Lender at such sale. Each Borrower further acknowledges that (A) it is a knowledgeable real estate developer and/or investor; (B) it fully understands the effect of the provisions of this Section 10.20, as well as the other provisions of the Loan Documents; (C) the making of the Loan by Lender at the Interest Rate and will be treated other terms set forth in the Loan Documents are sufficient consideration for Borrowers’ obligation to pay a Prepayment Premium (if required); and deemed as though (D) Lender would not make the Term Loans were prepaid as Loan on the terms set forth herein without the inclusion of such date provisions. Each Borrower also acknowledges that the provisions of this Agreement limiting the right of prepayment and shall providing for the payment of the Prepayment Premium and other charges specified herein were independently negotiated and bargained for, and constitute a specific material part of the Obligations consideration given by Borrowers to Lender for all purposes herein. Any Applicable Premium payable in accordance with this Section 2.8(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result making of the occurrence of the Applicable Premium Trigger Event, and the Credit Parties agree that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Parties Loan except as expressly agree that (i) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium, (iv) the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Eventpermitted hereunder.

Prepayment Premium. Upon In addition to all other payment obligations hereunder, in the event: (1) if any LIBO Rate Loan is prepaid prior to the last day of the applicable Interest Period, whether following the occurrence of an Applicable Premium Trigger EventEvent of Default or otherwise, or (2) the Borrower Company shall fail to continue or to make a conversion to a LIBO Rate Loan after the Company has given notice thereof as provided in Paragraph 4(c) above, then the Company shall immediately pay to the Administrative Lenders holding the Revolving Loans prepaid or not made, continued or converted, through the Agent, an additional premium sum compensating each Lender for losses, costs and expenses incurred by such Lender in connection with such prepayment or such failure to borrow, continue or convert. The Company acknowledges that such losses, costs and expenses are difficult to quantify and that, in the case of the prepayment of or failure to continue or convert to a LIBO Rate Loan, the following formula represents a fair and reasonable estimate of such losses, costs and expenses: Amount Being Prepaid or Being Not Converted or Continued x [ [ [ [ [ [ [ [ [ Applicable LIBO Rate for Increment Being Prepaid or Not Converted (as quoted on the first LIBOR Business Day following Lenders’ receipt of notice thereof) __ LIBO Rate for such Increment for Days Remaining in Interest Period ] ] ] ] ] ] ] x Days Remaining in Interest Period ______________ 360 For purposes of calculating the current LIBO Rate for the account of days remaining in the LendersInterest Period for the increment being prepaid or not converted or continued, the Applicable Premium. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations are accelerated as a result of the occurrence and continuance of any Event of Default (including by operation of law or otherwise), the Applicable Premium, if any, determined as of the date of acceleration, will also such current LIBO Rate shall be due and payable and will be treated and deemed as though the Term Loans were prepaid as of such date and shall constitute part of the Obligations an interest rate interpolated between LIBO Rates quoted for all purposes herein. Any Applicable Premium payable standard calendar periods for subsequent months’ maturities in accordance with this Section 2.8(b) normal conventions. A certificate as to any additional amounts payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender to the Company shall be presumed to be equal to conclusive in the liquidated damages sustained by the Lenders as the result absence of the occurrence of the Applicable Premium Trigger Event, and the Credit Parties agree that it is reasonable under the circumstances currently existingmanifest error. The Applicable Premium, if any, provisions hereof shall also be payable in survive the event the Obligations (and/or termination of this Agreement) are satisfied or released by foreclosure (whether by power Agreement and payment of judicial proceeding), deed in lieu of foreclosure or by any all outstanding Revolving Loans and unrepaid L/C Drawings and all other means. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Parties expressly agree that (i) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium, (iv) the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger EventObligations.

Prepayment Premium. Upon Except as otherwise provided in the occurrence last sentence of an Applicable Premium Trigger Eventthis Subsection 2.03(c), the if Borrower shall pay to the Administrative Agent, for the account voluntarily prepays all or any portion of the LendersLoans (for purposes hereof, the Applicable Premium. Without limiting the generality a Change of Control and a sale of all or substantially all of Borrower’s Loan Portfolio shall be deemed voluntary dispositions resulting in a voluntary prepayments of the foregoingLoans, and notwithstanding anything else to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations are accelerated as a result of the occurrence and continuance of any Event of Default (including by operation of law or otherwiseset forth herein), Borrower shall, promptly upon demand of Lender, pay to Lender, as liquidated damages and compensation for the Applicable Premiumcosts of being prepared to make funds available hereunder, if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Premium payable in accordance with this Section 2.8(b) shall be presumed to be an amount equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and the Credit Parties agree that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Parties expressly agree that (i) the Applicable Prepayment Premium in the case of prepayments of all or substantially all of the Loans, and (ii) the percentage set forth in the applicable clause (x) of the definition thereof, in the case of any partial prepayment of the Loans. Borrower agrees that the Applicable Prepayment Premium is a fair and reasonable calculation of Lender’s lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment and redeployment of funds and is not intended nor shall it be construed as being a penalty. Borrower further agrees that the product Applicable Prepayment Premium shall be due and payable by Borrower promptly upon demand by Lender made in accordance with the terms of an arm’s length transaction between sophisticated business peoplethis Agreement. Notwithstanding the foregoing, ably represented proceeds realized by counselBorrower from any of (i) a Permitted Sell Down of Permitted Investments which are repaid to Lender during the Funding Period, (ii) the Applicable Premium shall be payable notwithstanding repayment by a Loan Obligor of a Permitted Customer Loan in the then prevailing market rates at normal course and in accordance with the time payment is madeterms thereof (whether as repayments of revolving loan proceeds, payments of scheduled term loan amortization or upon maturity thereof), (iii) there has been the realization upon or disposition of a course of conduct between Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable PremiumPermitted Customer Equity Investment, (iv) the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b)Cure Equity received by Borrower, and (v) their agreement for avoidance of doubt, the prepayment by a Loan Obligor of a Permitted Customer Loan due to pay circumstances beyond Borrower’s control (for purposes hereof, the exercise by Borrower of remedies pursuant to a default by a Loan Obligor under a Permitted Customer Loan shall not be deemed to be a prepayment under Borrower’s control), in each instance, are not subject to any Applicable Premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger EventPrepayment Premium.”

Prepayment Premium. Upon the occurrence of an Applicable any Prepayment Premium Trigger Event, on the applicable date of the prepayment, deemed prepayment or required prepayment in connection therewith, the Parent Borrower shall pay to the Administrative Agent, for the account ratable benefit of the Lenders, the Applicable Premium. Without limiting the generality of the foregoing, and notwithstanding anything an amount equal to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations are accelerated as a result of the occurrence and continuance of any Event of Default (including by operation of law or otherwise), the Applicable Premium, if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the Term Loans were prepaid as of applicable Prepayment Premium with respect to such date and shall constitute part of the Obligations for all purposes hereinPrepayment Premium Trigger Event. Any Applicable Prepayment Premium payable in accordance with this Section 2.8(b2.05(c) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable applicable Prepayment Premium Trigger Event, and the Credit Parties agree Parent Borrower agrees that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, Prepayment Premium shall also be payable in the event the Obligations Term Loans (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES PARENT BORROWER EXPRESSLY WAIVE WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATIONACCELERATION OF THE TERM LOANS. The Credit Parties Parent Borrower expressly agree agrees that (ia) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (iib) the Applicable Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iiic) there has been a course of conduct between the Lenders and the Credit Parties Parent Borrower giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, (ivd) the Credit Parties Parent Borrower shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b2.05(c), (ve) their agreement to pay the Applicable Prepayment Premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vif) the Applicable Prepayment Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Prepayment Premium Trigger Event.

Prepayment Premium. Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay Notwithstanding anything herein to the Administrative Agentcontrary, for in the account event all or any portion of the LendersLoans or other Obligations are prepaid, the Applicable Premium. Without limiting the generality repaid or accelerated for any reason (including, without limitation, an acceleration (whether or not such acceleration occurs automatically) of the foregoing, Loans and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations are accelerated (including as a result of any Event of Default, including, without limitation, any Event of Default under Section 9.01(e) or Section 9.01(f)), upon the occurrence and continuance of any Event of Default (including by operation including, without limitation, a Change of law or otherwiseControl), or upon any mandatory prepayment or optional prepayment (except in connection with any prepayment described in the Applicable parenthetical set forth in Section 2.02(d)(ii)(C) with proceeds received from an Event of Loss) or any prepayment contemplated by Schedule 3 hereto, such prepayments or repayments shall be accompanied by a prepayment premium equal to the Prepayment Premium. If the Loans are accelerated for any reason under this Loan Agreement, the Prepayment Premium shall be calculated as if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the Term Loans were prepaid as acceleration of such Loans was the date of prepayment of such Loans. The parties hereto acknowledge and shall constitute part agree that, in light of the Obligations for all purposes herein. Any Applicable impracticality and extreme difficulty of ascertaining actual damages, the Prepayment Premium payable in accordance with this Section 2.8(b) shall be presumed set forth above is intended to be equal to a reasonable calculation of the liquidated actual damages sustained that would be suffered by the Agent and the Lenders as the a result of the occurrence of the Applicable Premium Trigger Event, any such repayment or prepayment. The parties hereto further acknowledge and the Credit Parties agree that it the Prepayment Premium is reasonable under not intended to act as a penalty or to punish the circumstances currently existingBorrower for any such repayment or prepayment. The Applicable Prepayment Premium, if any, shall also be payable in the event the Obligations (and/or this Loan Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. TO THE CREDIT MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Loan Parties expressly agree that (i) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Applicable Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders and the Credit Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, (iv) the Credit Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b2.02(e), (v) their the agreement to pay the Applicable Prepayment Premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) the Applicable Prepayment Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Eventany of the foregoing events.

Prepayment Premium. Upon Except as otherwise provided in the occurrence last sentence of an Applicable Premium Trigger Eventthis Subsection 2.03(c), if Borrower voluntarily prepays all or any portion of the Loans (for purposes hereof, a Change of Control and a sale of all or substantially all of Borrower’s Loan Portfolio shall be deemed voluntary dispositions resulting in a voluntary prepayments of the Loans, notwithstanding anything else to the contrary set forth herein), Borrower shall pay to the Administrative AgentLender, as liquidated damages and compensation for the account costs of the Lendersbeing prepared to make funds available hereunder, the Applicable Premium. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations are accelerated as a result of the occurrence and continuance of any Event of Default (including by operation of law or otherwise), the Applicable Premium, if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Premium payable in accordance with this Section 2.8(b) shall be presumed to be an amount equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and the Credit Parties agree that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Parties expressly agree that (i) the Applicable Prepayment Premium in the case of prepayments of all or substantially all of the Loans, and (ii) the percentage set forth in the applicable clause (x) of the definition thereof, in the case of any partial prepayment of the Loans. Borrower agrees that the Applicable Prepayment Premium is a fair and reasonable calculation of Lender’s lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment and redeployment of funds and is not intended nor shall it be construed as being a penalty. Notwithstanding the product foregoing, proceeds realized by Borrower from any of an arm’s length transaction between sophisticated business people, ably represented by counsel(i) a Permitted Sell Down of Permitted Investments which are repaid to Lender during the Funding Period, (ii) the Applicable Premium shall be payable notwithstanding repayment by a Loan Obligor of a Permitted Customer Loan in the then prevailing market rates at normal course and in accordance with the time payment is madeterms thereof (whether as repayments of revolving loan proceeds, payments of scheduled term loan amortization or upon maturity thereof), (iii) there has been the realization upon or disposition of a course of conduct between Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable PremiumPermitted Customer Equity Investment, (iv) the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b)Cure Equity received by Borrower, and (v) their agreement for avoidance of doubt, the prepayment by a Loan Obligor of a Permitted Customer Loan due to pay circumstances beyond Borrower’s control (for purposes hereof, the exercise by Borrower of remedies pursuant to a default by a Loan Obligor under a Permitted Customer Loan shall not be deemed to be a prepayment under Borrower’s control), in each instance, are not subject to any Applicable Premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger EventPrepayment Premium.

Prepayment Premium. Upon In the occurrence event that any Voluntary Act Prepayment (other than any regularly scheduled principal amortization payments specifically provided for in Section 2.01(b)) of all or any portion of the Term Loan is made or is required to be made for any reason whatsoever prior to the Maturity Date (including as a result of any acceleration of the Term Loan resulting from an Applicable Premium Trigger EventEvent of Default, a foreclosure and sale of Collateral, any sale of Collateral in any bankruptcy or insolvency proceeding, a mandatory prepayment or a voluntary prepayment), in addition to the payment of the subject principal amount and all unpaid accrued interest thereon, the Borrower shall be required to pay to the Administrative Agent, for the account benefit of the LendersLenders based on their respective Pro Rata Shares thereof, a Prepayment Premium (as liquidated damages and compensation for the Applicable Premium. Without limiting the generality costs of the foregoing, and notwithstanding anything Lenders being prepared to make funds available hereunder with respect to the contrary Term Loan) in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations are accelerated as a result of the occurrence and continuance of any Event of Default (including by operation of law or otherwise), the Applicable Premium, if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Premium payable in accordance with this Section 2.8(b) shall be presumed to be an amount equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and the Credit Parties agree that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Parties expressly agree that (i) if such Voluntary Act Prepayment is made on or before the Applicable Premium is reasonable No Call Period End Date, the greater of (x) the Make Whole Amount with respect to the Affected Principal Amount subject to such Voluntary Act Prepayment and is (y) five percent (5.00%) with respect to the product of an arm’s length transaction between sophisticated business people, ably represented by counselAffected Principal Amount subject to such Voluntary Act Prepayment, (ii) if such Voluntary Act Prepayment is made after the Applicable Premium shall be payable notwithstanding No Call Period End Date but before the then prevailing market rates at Second Amendment Effective Date, an amount equal to three percent (3.00%) of the time payment is madeAffected Principal Amount subject to such Voluntary Act Prepayment, (iii) there has been a course if such Voluntary Act Prepayment is made on or after the Second Amendment Effective Date but on or before the third (3rd) anniversary of conduct between Lenders and the Credit Parties giving specific consideration in this transaction for Closing Date, an amount equal to one percent (1.00%) of the Affected Principal Amount subject to such agreement to pay the Applicable PremiumVoluntary Act Prepayment, or (iv) if such Voluntary Act Prepayment is made after the Credit Parties third (3rd) anniversary of the Closing Date, an amount equal to zero percent (0%) of the Affected Principal Amount subject to such Voluntary Act Prepayment. Each such Prepayment Premium shall be estopped hereafter from claiming differently than as agreed deemed fully earned, and due and payable, upon each such date that such Voluntary Act Prepayment made, or (if earlier) is required to be made, and shall not be refundable in whole or in part and shall not be subject to reduction or set-off under any circumstances. Borrower acknowledges and agrees that (x) the provisions of this Section 2.8(b)2.02(d) shall remain in full force and effect notwithstanding any rescission by Agent or Required Lenders of an acceleration with respect to all or any portion of the Obligations pursuant to Section 7.02 or otherwise, (vy) their agreement to pay the Applicable payment of any Prepayment Premium is under this Section 2.02(d) constitutes liquidated damages and not a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, penalty and (viz) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such Applicable Voluntary Act Prepayment would be impracticable and extremely difficult to ascertain, and the Prepayment Premium Trigger Eventunder this Section 2.02(d) is provided by mutual agreement of the Borrower, Agent and Lenders as a reasonable estimation and calculation of such lost profits or damages of the Agent and the Lenders.