Common use of Prepayment Premium Clause in Contracts

Prepayment Premium. (a) Any (i) voluntary payment, repayment, prepayment, satisfaction, replacement or refinancing (including in connection with any payment pursuant to Section 2.20), (ii) mandatory prepayment pursuant to Sections 2.7(c) or (e) (subject to the proviso below), (iii) other than with the consent of each directly affected Noteholder, (A) reduction to the amount or (B) extension of the due dates, in each case, of any principal of, or interest or premium on, any Note (whether in connection with any proceeding under Debtor Relief Laws or otherwise), or (iv) acceleration (including as a result of any Event of Default (including as a result of any proceeding under Debtor Relief Laws), whether automatically or by declaration, or by operation of law), in each case, in advance of the Maturity Date (including upon automatic acceleration of the Notes), of the Notes, whether in whole or in part, shall be at a price equal to (1) 100.0% of the principal amount thereof, plus (2) accrued and unpaid interest as of the date of such repayment or prepayment or other event or occurrence, plus (3) the Prepayment Premium, if any, as of the date of such repayment or prepayment or other event or occurrence; provided that notwithstanding the foregoing, no Prepayment Premium shall be payable upon (I) a mandatory prepayment under Sections 2.7(a), (b) or (d) or (II)(x) a mandatory prepayment under Section 2.7(e) (whether or not such mandatory prepayment, or the event giving rise to such mandatory prepayment, is waived by the Required Noteholders) or (y) a voluntary prepayment in connection with the event giving rise to any mandatory prepayment under Section 2.7(e) that has been waived by the Required Noteholders if, but only if, in the case of clauses (II)(x) and (II)(y), immediately prior to the occurrence of the event giving rise to such mandatory prepayment, the aggregate value of Holdings’ Capital Stock (based on the Most Recent Equity Price (as defined below)) is equal to or exceeds $3,000,000,000. As used above, (i) “Most Recent Equity Price” means the implied valuation for Holdings’ Capital Stock on a fully diluted basis arising from the applicable Equity Monetization Event or, in the event that the applicable Equity Monetization Event does not involve an investment which implies a value for Holdings’ Capital Stock, then the “Most Recent Equity Price” shall mean the price that Holdings’ preferred stock is sold to investors pursuant to the most recent Bona Fide Preferred Equity Offering (as defined below), and (ii) “Bona Fide Preferred Equity Offering” means (A) initially, the issuance by Holdings of its Series E Preferred Stock, and (B) thereafter, any issuance (or series of related issuances) by Holdings after the Closing Date of preferred stock so long as, in the case of this clause (B), the net cash proceeds of such issuance (or series of related issuances) is equal to or greater than $75,000,000.

Prepayment Premium. (a) Any Upon (i) voluntary payment, repayment, prepayment, satisfaction, replacement or refinancing (including in connection with any payment each mandatory prepayment of Second Lien Term Loans made pursuant to Section 2.205.02(a), (b), (d), or (e), (ii) mandatory any voluntary prepayment of Second Lien Term Loans pursuant to Sections 2.7(cSection 5.01 and/or (iii)(x) any payment of the Second Lien Term Loans resulting from any enforcement of remedies pursuant to Section 10.02 or (ey) (subject to the proviso below), (iii) other than with the consent of each directly affected Noteholder, (A) reduction to the amount or (B) extension of the due dates, in each case, of any principal of, or interest or premium on, any Note (whether in connection with any proceeding under Debtor Relief Laws or otherwise), or (iv) acceleration (including as a result of any Event of Default (including as a result of any proceeding under Debtor Relief Laws), whether automatically or by declaration, or by operation of law), in each case, in advance of the Maturity Date (including upon automatic acceleration of the NotesSecond Lien Term Loans pursuant to Section 10.02 (whether before or after the commencement of an Insolvency Proceeding) (each, a “Prepayment Premium Event”), the Borrower shall pay to the Administrative Agent, for the ratable account of the Notes, whether in whole or in part, shall be at a price equal Term Lenders according to (1) 100.0% of the principal amount their Pro Rata Share thereof, plus (2) accrued and unpaid interest as of the date of such repayment or prepayment or other event or occurrence, plus (3) the Prepayment Premium, if any, as of Premium applicable to the date of such repayment Second Lien Term Loans so prepaid or prepayment or other event or occurrence; provided that notwithstanding accelerated. Notwithstanding the foregoing, no Prepayment Premium shall be payable upon due in connection with a prepayment made with Declined Proceeds (Ias defined in the First Lien Credit Agreement) a mandatory prepayment under Sections 2.7(apursuant to Section 5.02(a), (b) ), (d), or (de). (b) or (II)(x) a mandatory prepayment under Any Prepayment Premium payable in accordance with this Section 2.7(e) (whether or not such mandatory prepayment, or 4.04 shall be presumed to be equal to the event giving rise to such mandatory prepayment, is waived liquidated damages sustained by Lenders as the Required Noteholders) or (y) a voluntary prepayment in connection with the event giving rise to any mandatory prepayment under Section 2.7(e) that has been waived by the Required Noteholders if, but only if, in the case result of clauses (II)(x) and (II)(y), immediately prior to the occurrence of the event giving rise to such mandatory prepaymentPrepayment Premium Event and the Credit Parties agree that it is reasonable under the circumstances currently existing. THE CREDIT PARTIES EXPRESSLY WAIVE, the aggregate value of Holdings’ Capital Stock 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 PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION. (based on the Most Recent Equity Price (as defined below)c) is equal to or exceeds $3,000,000,000. As used above, The Credit Parties expressly agree that: (i) “Most Recent Equity Price” means the implied valuation Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) the 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 Holdings’ Capital Stock on such agreement to pay the Prepayment Premium; (iv) the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) their agreement to pay the Prepayment Premium is a fully diluted basis arising from the applicable Equity Monetization Event or, in the event that the applicable Equity Monetization Event does not involve an investment which implies a value for Holdings’ Capital Stock, then the “Most Recent Equity Price” shall mean the price that Holdings’ preferred stock is sold to investors pursuant material inducement to the most recent Bona Fide Preferred Equity Offering (as defined below)Lenders to provide the Commitments and make the Second Lien Term Loans, and (iivi) “Bona Fide Preferred Equity Offering” means (A) initiallythe Prepayment Premium represents a good faith, reasonable estimate and calculation of the issuance lost profits or damages of the Administrative Agent and Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Administrative Agent and Lenders or profits lost by Holdings of its Series E Preferred Stock, the Administrative Agent and (B) thereafter, any issuance (or series of related issuances) by Holdings after the Closing Date of preferred stock so long as, in the case of this clause (B), the net cash proceeds Lenders as a result of such issuance (or series of related issuances) is equal to or greater than $75,000,000Prepayment Premium Event.

Prepayment Premium. (a) Any (i) voluntary payment, repayment, prepayment, satisfaction, replacement or refinancing (including in connection with any payment pursuant to Section 2.202.26), (ii) mandatory prepayment pursuant to Sections 2.7(c2.11(a), (c) or (e) (subject to the proviso belowd), (iii) other than with the consent of each directly affected Noteholder, (A) reduction to the amount or (B) extension of the due dates, in each case, of any principal of, or interest or premium on, any Note Loan (whether in connection with any proceeding under Debtor Relief Laws or otherwise) (in each case of clauses (i), (ii) and (iii), whether before or after the occurrence of an Event of Default), (iv) the occurrence of a Change of Control or (ivv) acceleration (including as a result of any Event of Default (including as a result of any proceeding under Debtor Relief Laws), whether automatically or by declaration, or by operation of lawlaw or otherwise), in each case, in advance of the Stated Maturity Date (including upon automatic acceleration of the Notes)Date, of the Notesany Loans, whether in whole or in part, shall be at a price equal to (1) 100.0% of the principal amount thereof, plus (2) accrued and unpaid interest as of the date of such payment, repayment or prepayment or other event or occurrence, plus (3) the Prepayment Premium, if any, as of the date of such payment, repayment or prepayment or other event or occurrence; provided . (b) Any Prepayment Premium payable in accordance with this Section 2.13 shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the payment, repayment or prepayment event, and the Borrower and the other Loan Parties agree that notwithstanding it is reasonable under the foregoingcircumstances currently existing. The Prepayment Premium, no if any, shall also be payable in the event that the Obligations (and/or this Agreement) are satisfied, released, restructured, reorganized, replaced, reinstated, defeased or compromised in any proceeding under any Debtor Relief Law, by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE BORROWER AND OTHER LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE PREPAYMENT PREMIUM IN CONNECTION WITH ANY OF THE FOREGOING OR ANY ACCELERATION. The Borrower and the other Loan Parties expressly agree that (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (B) the Prepayment Premium shall be payable upon (I) a mandatory prepayment under Sections 2.7(a)notwithstanding the then-prevailing market rates at the time the payment is made, (bC) there has been a course of conduct between the Lenders and the Borrower and the other Loan Parties giving specific consideration in this transaction for such agreement to pay the Prepayment Premium, (D) the Borrower and the other Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.13, (E) the agreement of the Borrower and the other Loan Parties to pay the Prepayment Premium is a material inducement to the Lenders to extend the Term Loans and (F) the Prepayment Premium represents a good faith, reasonable estimate and calculation of the lost profits or (d) damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or (II)(x) a mandatory prepayment under Section 2.7(e) (whether or not such mandatory prepayment, or the event giving rise to such mandatory prepayment, is waived profits lost by the Required Noteholders) or (y) Lenders as a voluntary prepayment in connection with the event giving rise to any mandatory prepayment under Section 2.7(e) that has been waived by the Required Noteholders if, but only if, in the case of clauses (II)(x) and (II)(y), immediately prior to the occurrence of the event giving rise to such mandatory prepayment, the aggregate value of Holdings’ Capital Stock (based on the Most Recent Equity Price (as defined below)) is equal to or exceeds $3,000,000,000. As used above, (i) “Most Recent Equity Price” means the implied valuation for Holdings’ Capital Stock on a fully diluted basis arising from the applicable Equity Monetization Event or, in the event that the applicable Equity Monetization Event does not involve an investment which implies a value for Holdings’ Capital Stock, then the “Most Recent Equity Price” shall mean the price that Holdings’ preferred stock is sold to investors pursuant to the most recent Bona Fide Preferred Equity Offering (as defined below), and (ii) “Bona Fide Preferred Equity Offering” means (A) initially, the issuance by Holdings of its Series E Preferred Stock, and (B) thereafter, any issuance (or series of related issuances) by Holdings after the Closing Date of preferred stock so long as, in the case of this clause (B), the net cash proceeds result of such issuance (or series of related issuances) is equal to or greater than $75,000,000prepayment event.

Prepayment Premium. (a) Any Upon (i) voluntary payment, repayment, prepayment, satisfaction, replacement or refinancing (including in connection with any payment each mandatory prepayment of Term Loans made pursuant to Section 2.205.02(a), (b), (d), or (e), (ii) mandatory any voluntary prepayment of Term Loans pursuant to Sections 2.7(c) or (e) (subject to the proviso below)Section 5.01, (iii) other than with the consent of each directly affected Noteholder, (A) any voluntary reduction to the amount or (B) extension of the due dates, termination in each case, of any principal of, or interest or premium on, any Note (whether in connection with any proceeding under Debtor Relief Laws or otherwise), or Revolving Commitments and/or (iv) any payment of the Loans and/or reduction or termination of commitments resulting from any enforcement of remedies pursuant to Section 10.02, including pursuant to acceleration thereunder (including as each, a result of any Event of Default (including as a result of any proceeding under Debtor Relief Laws“Prepayment Premium Event”), whether automatically or by declarationeach Borrower, or by operation of law)jointly and severally, in each caseshall pay to the Administrative Agent, in advance for the ratable account of the Maturity Date Lenders according to their Pro Rata Share thereof, the Prepayment Premium applicable to the Term Loans so prepaid (including upon automatic acceleration or Revolving Commitments so reduced or terminated). Notwithstanding the foregoing, the Prepayment Premium shall not be required to be paid with respect to (x) Revolver Commitment reductions of up to $10,000,000 in the aggregate during the term of this Agreement and (y) optional and mandatory prepayments of the Notes), of the Notes, whether Term Loans in whole or in part, shall be at a price equal to (1) 100.0% of the an aggregate principal amount thereof, plus during the term of this Agreement that is less than the lesser of (2x) accrued $58,300,000 and unpaid interest (y) the Available Amount calculated as of the date of any such repayment or prepayment or other event or occurrenceprepayment, plus with details of such calculation delivered to the Administrative Agent as certified by an Authorized Officer of the Administrative Borrower. (3b) Any Prepayment Premium payable in accordance with this Section 4.04 shall be presumed to be equal to the liquidated damages sustained by Lenders as the result of the occurrence of the Prepayment Premium Event and the Credit Parties agree that it is reasonable under the circumstances currently existing. THE CREDIT 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 PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) The Credit Parties expressly agree that: (i) the Prepayment PremiumPremium is reasonable and is the product of an arm’s length transaction between sophisticated business people, if any, as of ably represented by counsel; (ii) the date of such repayment or prepayment or other event or occurrence; provided that notwithstanding the foregoing, no Prepayment Premium shall be payable upon notwithstanding the then prevailing market rates at the time payment is made; (Iiii) a mandatory prepayment under Sections 2.7(a), (b) or (d) or (II)(x) a mandatory prepayment under Section 2.7(e) (whether or not such mandatory prepayment, or the event giving rise to such mandatory prepayment, is waived by the Required Noteholders) or (y) a voluntary prepayment in connection with the event giving rise to any mandatory prepayment under Section 2.7(e) that there has been waived by a course of conduct between the Required Noteholders if, but only if, Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the case of clauses Prepayment Premium; (II)(xiv) and the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (II)(y), immediately prior v) their agreement to pay the Prepayment Premium is a material inducement to the occurrence of Lenders to provide the event giving rise to such mandatory prepayment, Commitments and make the aggregate value of Holdings’ Capital Stock (based on the Most Recent Equity Price (as defined below)) is equal to or exceeds $3,000,000,000. As used above, (i) “Most Recent Equity Price” means the implied valuation for Holdings’ Capital Stock on a fully diluted basis arising from the applicable Equity Monetization Event or, in the event that the applicable Equity Monetization Event does not involve an investment which implies a value for Holdings’ Capital Stock, then the “Most Recent Equity Price” shall mean the price that Holdings’ preferred stock is sold to investors pursuant to the most recent Bona Fide Preferred Equity Offering (as defined below)Term Loans, and (iivi) “Bona Fide Preferred Equity Offering” means (A) initiallythe Prepayment Premium represents a good faith, reasonable estimate and calculation of the issuance lost profits or damages of the Agents and Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and Lenders or profits lost by Holdings of its Series E Preferred Stock, the Agents and (B) thereafter, any issuance (or series of related issuances) by Holdings after the Closing Date of preferred stock so long as, in the case of this clause (B), the net cash proceeds Lenders as a result of such issuance (or series of related issuances) is equal to or greater than $75,000,000Prepayment Premium Event.

Prepayment Premium. (a) Any Upon (i) voluntary payment, repayment, prepayment, satisfaction, replacement or refinancing (including in connection with any payment each mandatory prepayment of Term Loans made pursuant to Section 2.205.02(a), (b), (d), or (e), (ii) mandatory any voluntary prepayment of Term Loans pursuant to Sections 2.7(c) or (e) (subject to the proviso below)Section 5.01, (iii) other than with the consent of each directly affected Noteholder, (A) any voluntary reduction to the amount or (B) extension of the due dates, termination in each case, of any principal of, or interest or premium on, any Note (whether in connection with any proceeding under Debtor Relief Laws or otherwise), or Revolving Commitments and/or (iv) any payment of the Loans and/or reduction or termination of commitments resulting from any enforcement of remedies pursuant to Section 10.02, including pursuant to acceleration thereunder (including as each, a result of any Event of Default (including as a result of any proceeding under Debtor Relief Laws“Prepayment Premium Event”), whether automatically or by declarationeach Borrower, or by operation of law)jointly and severally, in each caseshall pay to the Administrative Agent, in advance for the ratable account of the Maturity Date Lenders according to their Pro Rata Share thereof, the Prepayment Premium applicable to the Term Loans so prepaid (including upon automatic acceleration or Revolving Commitments so reduced or terminated). Notwithstanding the foregoing, the Prepayment Premium shall not be required to be paid with respect to (x) Revolver Commitment reductions of up to $10,000,000 in the aggregate during the term of this Agreement and (y) optional and mandatory prepayments of the Notes), of the Notes, whether Term Loans in whole or in part, shall be at a price equal to (1) 100.0% of the an aggregate principal amount thereof, plus during the term of this Agreement that is less than the lesser of (2x) accrued $58,300,000 and unpaid interest (y) the Available Amount calculated as of the date of any such repayment or prepayment or other event or occurrenceprepayment, plus with details of such calculation delivered to the Administrative Agent as certified by an Authorized Officer of the Administrative Borrower. (3b) Any Prepayment Premium payable in accordance with this Section 4.04 shall be presumed to be equal to the liquidated damages sustained by Lenders as the result of the occurrence of the Prepayment Premium Event and the Credit Parties agree that it is reasonable under the circumstances currently existing. THE CREDIT 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 PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) The Credit Parties expressly agree that: (i) the Prepayment PremiumPremium is reasonable and is the product of an arm’s length transaction between sophisticated business people, if any, as of ably represented by counsel; (ii) the date of such repayment or prepayment or other event or occurrence; provided that notwithstanding the foregoing, no Prepayment Premium shall be payable upon notwithstanding the then prevailing market rates at the time payment is made; (Iiii) a mandatory prepayment under Sections 2.7(a), (b) or (d) or (II)(x) a mandatory prepayment under Section 2.7(e) (whether or not such mandatory prepayment, or the event giving rise to such mandatory prepayment, is waived by the Required Noteholders) or (y) a voluntary prepayment in connection with the event giving rise to any mandatory prepayment under Section 2.7(e) that there has been waived by a course of conduct between the Required Noteholders if, but only if, Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the case of clauses Prepayment Premium; (II)(xiv) and the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (II)(y), immediately prior v) their agreement to pay the Prepayment Premium is a material inducement to the occurrence of Lenders to provide the event giving rise to such mandatory prepayment, Commitments and make the aggregate value of Holdings’ Capital Stock (based on the Most Recent Equity Price (as defined below)) is equal to or exceeds $3,000,000,000. As used above, (i) “Most Recent Equity Price” means the implied valuation for Holdings’ Capital Stock on a fully diluted basis arising from the applicable Equity Monetization Event or, in the event that the applicable Equity Monetization Event does not involve an investment which implies a value for Holdings’ Capital Stock, then the “Most Recent Equity Price” shall mean the price that Holdings’ preferred stock is sold to investors pursuant to the most recent Bona Fide Preferred Equity Offering (as defined below)Term Loans, and (iivi) “Bona Fide Preferred Equity Offering” means (A) initiallythe Prepayment Premium represents a good faith, reasonable estimate and calculation of the issuance lost profits or damages of the Agents and Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and Lenders or profits lost by Holdings of its Series E Preferred Stock, the Agents and (B) thereafter, any issuance (or series of related issuances) by Holdings after the Closing Date of preferred stock so long as, in the case of this clause (B), the net cash proceeds ▇▇▇▇▇▇▇ as a result of such issuance (or series of related issuances) is equal to or greater than $75,000,000Prepayment Premium Event.

Prepayment Premium. (a) Any In the event that, on or prior to the third anniversary of the Closing Date, any Term Loans are (i) voluntary payment, repayment, prepayment, satisfaction, replacement or refinancing (including in connection with any payment voluntarily prepaid pursuant to Section 2.202.05(a), (ii) mandatory prepayment mandatorily prepaid pursuant to Sections 2.7(cSection 2.05(b)(iii) or (e2.05(b)(iv) (subject to the proviso below)or as a result of any exercise of any rights under Section 3.07, or (iii) other than accelerated (or deemed accelerated) in accordance with the consent of each directly affected Noteholder, (A) reduction Section 9.02 or otherwise become due prior to the amount or (B) extension Maturity Date as a result of the due datesan Event of Default, in each case, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender (or such Non-Consenting Lender subject to the applicable exercise of rights under Section 3.07, as applicable) holding all or any principal ofportion of Term Loans that are so prepaid, a prepayment premium equal to the applicable Prepayment Premium on all such Term Loans that are so prepaid. If the Term Loans are accelerated or interest or premium onotherwise become due prior to their maturity date, any Note (whether in connection with any proceeding under Debtor Relief Laws or otherwise)each case, or (iv) acceleration (including as a result of an Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the amount of principal of and premium on the 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, it is understood and agreed that if the Term Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including as upon the occurrence of a result bankruptcy or insolvency event (including the acceleration of any proceeding under Debtor Relief Laws), whether automatically or by declaration, or claims by operation of law)), in each case, in advance the Prepayment Premium applicable with respect to a voluntary prepayment of the Maturity Date (including upon automatic Term Loans on the applicable date of acceleration of the Notes), of the Notes, whether in whole or in part, shall will also be at a price equal to (1) 100.0% of the principal amount thereof, plus (2) accrued due and unpaid interest as of payable on the date of such repayment acceleration or prepayment or such other event or occurrenceprior due date as though the Term Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations, plus 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 premium payable above shall be presumed to be the liquidated damages sustained by each Lender and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES (3TO 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 PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Prepayment PremiumPremium is reasonable and is the product of an arm’s length transaction between sophisticated business people, if any, as of ably represented by counsel; (B) the date of such repayment or prepayment or other event or occurrence; provided that notwithstanding the foregoing, no Prepayment Premium shall be payable upon notwithstanding the then prevailing market rates at the time payment is made; (IC) a mandatory prepayment under Sections 2.7(a), (b) or (d) or (II)(x) a mandatory prepayment under Section 2.7(e) (whether or not such mandatory prepayment, or the event giving rise to such mandatory prepayment, is waived by the Required Noteholders) or (y) a voluntary prepayment in connection with the event giving rise to any mandatory prepayment under Section 2.7(e) that there has been waived by a course of conduct between the Required Noteholders if, but only if, Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the case of clauses (II)(x) Prepayment Premium; and (II)(y), immediately prior D) the Borrower shall be estopped hereafter from claiming differently than as agreed to the occurrence of the event giving rise to such mandatory prepayment, the aggregate value of Holdings’ Capital Stock (based on the Most Recent Equity Price (as defined below)) is equal to or exceeds $3,000,000,000. As used above, (i) “Most Recent Equity Price” means the implied valuation for Holdings’ Capital Stock on a fully diluted basis arising from the applicable Equity Monetization Event or, in the event that the applicable Equity Monetization Event does not involve an investment which implies a value for Holdings’ Capital Stock, then the “Most Recent Equity Price” shall mean the price that Holdings’ preferred stock is sold to investors pursuant to the most recent Bona Fide Preferred Equity Offering (as defined below), and (ii) “Bona Fide Preferred Equity Offering” means (A) initially, the issuance by Holdings of its Series E Preferred Stock, and (B) thereafter, any issuance (or series of related issuances) by Holdings after the Closing Date of preferred stock so long as, in the case of this clause (B), the net cash proceeds of such issuance (or series of related issuances) is equal to or greater than $75,000,000paragraph.

Prepayment Premium. (a) Any (i) voluntary payment, repayment, prepayment, satisfaction, replacement If Borrower pays in full all or refinancing (including in connection with any payment pursuant to Section 2.20), (ii) mandatory prepayment pursuant to Sections 2.7(c) or (e) (subject substantially all of the Liabilities prior to the proviso below)end of the initial term of this Agreement, (iii) other than with temporarily from funds internally generated in the consent ordinary course of each directly affected Noteholder, (A) reduction to the amount business or (B) extension through an infusion of the due dates, in each case, of any principal capital of, or interest into, iParty Corp. (provided this Agreement is not terminated as a consequence of such payment or premium on, any Note (whether in connection with any proceeding under Debtor Relief Laws infusion or otherwise), or (iv) acceleration (including as a result of any Event of Default (including as a result of any proceeding under Debtor Relief Laws), whether automatically or by declaration, or by operation of law), in each case, in advance of at the Maturity Date (including upon automatic acceleration of the Notes), of the Notes, whether in whole or in part, shall be at a price equal to (1) 100.0% of the principal amount thereof, plus (2) accrued and unpaid interest as of the date time of such repayment or prepayment or other event or occurrence, plus (3) the payment Borrower shall also pay to Lender a “Prepayment Premium, if any, as of the date of such repayment or prepayment or other event or occurrence; provided that notwithstanding the foregoing, no Prepayment Premium shall be payable upon (I) a mandatory prepayment under Sections 2.7(a), (b) or (d) or (II)(x) a mandatory prepayment under Section 2.7(e) (whether or not such mandatory prepayment, or the event giving rise to such mandatory prepayment, is waived by the Required Noteholders) or (y) a voluntary prepayment ” in connection with the event giving rise to any mandatory prepayment under Section 2.7(e) that has been waived by the Required Noteholders if, but only if, in the case of clauses (II)(x) and (II)(y), immediately prior to the occurrence of the event giving rise to such mandatory prepayment, the aggregate value of Holdings’ Capital Stock (based on the Most Recent Equity Price (as defined below)) is an amount equal to or exceeds $3,000,000,000. As used above, to: (i) “Most Recent Equity Price” means one and one half (1.50%) percent of the implied valuation for Holdings’ Capital Stock on a fully diluted basis arising from the applicable Equity Monetization Event Credit Limit or, in if applicable, the event that the applicable Equity Monetization Event does not involve an investment which implies a value for Holdings’ Capital StockAdjusted Credit Limit, then the “Most Recent Equity Price” shall mean the price that Holdings’ preferred stock is sold to investors pursuant to the most recent Bona Fide Preferred Equity Offering (as defined below)if paid on or before January 2, 2005, and (ii) “Bona Fide Preferred Equity Offering” means one (A1.0%) initiallypercent of the of the Credit Limit or, if applicable, the issuance Adjusted Credit Limit, if paid after January 2, 2005 and on or before January 2, 2006; and (ii) one half of one (0.50%) percent of the of the Credit Limit or, if applicable, the Adjusted Credit Limit, if paid after January 2, 2006 and before the Maturity Date. Any payment of the Liabilities following an acceleration by Holdings Lender of the Liabilities pursuant to Article 10 hereof, shall be for purposes of this section deemed to be a prepayment requiring Borrower to pay the aforementioned Prepayment Premium. Such Prepayment Premium shall be paid to Lender as additional consideration, and in view of the impracticality and extreme difficulty of ascertaining the actual amount of damages to the Lender or profits lost by the Lender as a result of such early termination and by mutual agreement of the parties as to a reasonable estimation and calculation of the Lender’s lost profits or damages, as liquidated damages for the loss of the bargain by Lender and not as a penalty.” (t) Exhibits 5-2 (Related Entities), 5-3 (Trade Names), 5-4 (Locations), 5-5 (Encumbrances and Liens), 5-6 (Indebtedness), 5-7 (Insurance Policies), 5-9 (Leases), 5-12 (Taxes), 7-1 (Demand Deposit Accounts), 7-2 (Credit Card Arrangements), 9-4 (Borrowing Base Certificate), 9-R (Reporting), 9-10 (Business Plan) and 9-11 (Covenants) to the Loan Agreement are hereby stricken in their entirety and the following new Exhibits 5-2, 5-3, 5-4, 5-5, 5-6, 5-7, 5-9, 5-12, 7-1, 7-2, 9-4, 9-R, 9-10 and 9-11 attached hereto substituted therefor. 4. This Amendment shall be effective upon receipt by the Lender of an executed original hereof, together with each of the following: (a) The replacement note substantially in the form of Exhibit A hereto, duly executed on behalf of the Borrowers (the “Replacement Note”); (b) A closing fee in the amount of Twenty-Two Thousand Five Hundred ($22,500) Dollars; (c) Payment in full of Lender’s reasonable costs and expenses incurred in connection herewith including reasonable attorney’s fees and expenses not to exceed Fifteen Thousand ($15,000) Dollars. 5. In addition to the forgoing, Borrowers shall pay a one-time fee of Three Thousand ($3,000) Dollars plus reasonable out of pocket expenses in connection with the establishment of electronic reporting systems. 6. Except as explicitly amended by this Amendment, all of the terms and conditions of the Loan Agreement shall remain in full force and effect and shall apply to any advance or letter of credit thereunder. 7. Each of the Borrowers hereby represents and warrants to the Lender as follows: (a) Each of the Borrowers has all requisite power and authority to execute this Amendment and to perform all of its Series E Preferred Stockobligations hereunder, and this Amendment has been duly executed and delivered by the Borrowers and constitutes the legal, valid and binding obligations of the Borrowers, enforceable in accordance with its terms. (Bb) thereafterThe execution, delivery and performance by the Borrowers of this Amendment have been duly authorized by all necessary action and do not (i) require any issuance authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) violate any provision of any law, rule or series regulation or of related issuancesany order, writ, injunction or decree presently in effect, having applicability to any of the Borrowers, or the articles of incorporation or by-laws of the Borrowers, or (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which any of the Borrowers is a party or by Holdings after which any of them or their properties may be bound or affected. (c) Except as set forth on “Schedule 7(c)” hereto, all of the Closing Date representations and warranties contained in Article V of preferred stock so long as, the Loan Agreement are correct on and as of the date hereof as though made on and as of such date. 8. All references in the case Loan Agreement to “this Agreement” shall be deemed to refer to the Loan Agreement as amended hereby. Any and all references in the Security Documents to the Loan Agreement shall be deemed to refer to the Loan Agreement as amended hereby. 9. The execution of this clause (B)Amendment and acceptance of any documents related hereto shall not be deemed to be a waiver of any default or Event of Default under the Loan Agreement or breach, default or event of default under any Security Document or other document held by the Lender, whether or not known to the Lender and whether or not existing on the date of this Amendment. 10. The Borrowers hereby absolutely and unconditionally release and forever discharge the Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, and related to the Loan Agreement or Security Documents which the Borrowers have had, now have or have made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown. 11. The Borrower hereby reaffirms its agreement under the Loan Agreement to pay or reimburse the Lender on demand for all costs and expenses incurred by the Lender in connection with the Loan Agreement, the net cash Security Documents and all other documents contemplated thereby, including without limitation all reasonable fees and disbursements of legal counsel. Without limiting the generality of the foregoing, the Borrower specifically agrees to pay all fees and disbursements of counsel to the Lender in an amount not to exceed Fifteen Thousand ($15,000) Dollars for the services performed by such counsel in connection with the preparation of this Amendment and the documents and instruments incidental hereto. The Borrower hereby agrees that the Lender may, at any time or from time to time in its sole discretion and without further authorization by the Borrowers, make a loan to the Borrowers under the Loan Agreement, or apply the proceeds of any loan, for the purpose of paying any such issuance fees, disbursements, costs and expenses. 12. This Amendment has been prepared through the joint efforts of all the parties. Neither its provisions nor any alleged ambiguity shall be interpreted or resolved against any party on the ground that such party’s counsel was the draftsman of this Amendment. Each of the parties declares that such party has carefully read this Amendment and the agreements, documents and instruments being entered into in connection herewith and that such party knows the contents thereof and signs the same freely and voluntarily. The parties hereto acknowledge that they have been represented in negotiations for and preparation of this Amendment and the agreements, documents and instrument being entered into in connection herewith by legal counsel of their own choosing, and that each of them has read the same and had their contents fully explained by such counsel and is fully aware of their contents and legal effect. 13. The Lender and the Borrowers further agree that this Amendment and the Loan Agreement and all documents which have been or may be hereinafter furnished by the Borrower to the Lender may be reproduced by the Lender by any photographic, photostatic, microfilm, xerographic or similar process, and any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or series not the original is in existence and whether or not such reproduction was made in the regular course of related issuances) is equal business). 14. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to or greater than $75,000,000.be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Amendment by facsimile shall be equally as effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by facsimile also shall deliver an original executed counterpart of this Amendment but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment. The foregoing shall apply to each other Loan Document hereof mutatis mutandis. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written. BORROWER By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, CEO BORROWER By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, CEO

Prepayment Premium. (a) Any (i) voluntary payment, repayment, prepayment, satisfaction, replacement or refinancing (including in connection with any payment pursuant to Section 2.20), (ii) mandatory prepayment pursuant to Sections 2.7(c) or (e) (subject to the proviso below), (iii) other than with the consent of each directly affected Noteholder, (A) reduction to the amount or Other than as set forth in clause (B) extension of the due dates, in each case, of any principal of, or interest or premium on, any Note (whether in connection with any proceeding under Debtor Relief Laws or otherwise), or (iv) acceleration (including as a result of any Event of Default (including as a result of any proceeding under Debtor Relief Laws), whether automatically or by declaration, or by operation of law), in each case, in advance of the Maturity Date (including upon automatic acceleration of the Notes), of the Notes, whether in whole or in part, shall be at a price equal to (1) 100.0% of the principal amount thereof, plus (2) accrued and unpaid interest as of the date of such repayment or prepayment or other event or occurrence, plus (3) the Prepayment Premium, if any, as of the date of such repayment or prepayment or other event or occurrence; provided that notwithstanding the foregoing, no Prepayment Premium shall be payable upon (I) a mandatory prepayment under Sections 2.7(a), (b) or (d) or (II)(x) a mandatory prepayment under Section 2.7(e) (whether or not such mandatory prepayment, or the event giving rise to such mandatory prepayment, is waived by the Required Noteholders) or (y) a voluntary prepayment in connection with the event giving rise to any mandatory prepayment under Section 2.7(e) that has been waived by the Required Noteholders if, but only if, in the case of clauses (II)(x) and (II)(y), immediately prior to the occurrence of the event giving rise to such mandatory prepayment, the aggregate value of Holdings’ Capital Stock (based on the Most Recent Equity Price (as defined below)) is equal to or exceeds $3,000,000,000. As used above, (i) “Most Recent Equity Price” means the implied valuation for Holdings’ Capital Stock on a fully diluted basis arising from the applicable Equity Monetization Event or, in the event that on or before the applicable Equity Monetization Event does not involve an investment which implies a value for Holdings’ Capital Stocktwelve (12) month anniversary of the Closing Date, then (x) all or any portion of the “Most Recent Equity Price” shall mean the price that Holdings’ preferred stock is sold to investors Loans are optionally prepaid pursuant to Section 2.12(a)(i) (other than optional prepayments of Loans funded using (i) solely free cash flow of the most recent Bona Fide Preferred Equity Offering (as defined below)Loan Parties, and (ii) “Bona Fide Preferred Equity Offering” means Net Invesque Sale Proceeds and/or (iii) net cash proceeds from sales of Capital Stock or assets of Loan Parties and their Subsidiaries other than Tiptree Insurance), (y) all or any portion of the Loans are mandatorily prepaid pursuant to Section 2.13(d) or (z) solely in connection with (A) initially, any amendment to this Agreement that reduces the issuance by Holdings of its Series E Preferred Stock, and interest rate on the Loans or (B) thereafterany amendment that modifies this Section 2.12(a)(iii)(A) in a manner that is adverse to Lenders, in each case which is not subject to clause (B) below, any issuance Non-Consenting Lender is replaced pursuant to a mandatory assignment in accordance with Section 2.22, then each Lender whose Loans are so prepaid or subject to such mandatory assignment shall be paid a fee equal to 1.00% of the aggregate principal amount of such Lender’s Loans so prepaid or subject to such mandatory assignment. For the avoidance of doubt, any optional prepayments of Loans funding using (i) solely free cash flow of the Loan Parties, (ii) Net Invesque Sale Proceeds and/or (iii) net cash proceeds from sales of Capital Stock or series assets of related issuancesLoan Parties and their Subsidiaries other than Tiptree Insurance shall not be subject to any prepayment premium pursuant to this clause (A). (B) by Holdings after In the event that on or before the twenty-four (24) month anniversary of the Closing Date Date, (x) all or any portion of preferred stock so long asthe Loans are optionally prepaid pursuant to Section 2.12(a)(i), (y) all or any portion of the Loans are mandatorily prepaid pursuant to Section 2.13(a)(i) or (z) solely in connection with (A) any amendment entered into in connection with the sale of Capital Stock of Fortegra and/or Tiptree Warranty or (B) any amendment that modifies this Section 2.12(a)(iii)(B) in a manner that is adverse to Lenders, any Non-Consenting Lender is replaced pursuant to a mandatory assignment in accordance with Section 2.22, in the each case of this clause (B), using the net cash proceeds from either (i) the sale of Capital Stock of Fortegra and/or (ii) the sale of the Capital Stock or a material portion of the business of Tiptree Warranty, then each Lender whose Loans are so prepaid or subject to such mandatory assignment shall be paid a fee equal to 2.00% of the aggregate principal amount of such issuance Lender’s Loans so prepaid or subject to such mandatory assignment. The Borrower hereby acknowledges and agrees that, in light of the impracticality and extreme difficulty of ascertaining actual damages, the Prepayment Premium set forth above is intended to be a reasonable calculation of the actual damages that would be suffered by the Lenders as a result of any such prepayment, repayment or payment prior to the second anniversary of the Closing Date. The Borrower hereby further acknowledges and agrees that the Prepayment Premium is not intended to act as a penalty or to punish the Borrower for any such repayment, prepayment, payment or acceleration. The Borrower agrees that the Prepayment Premium is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM (or series TO THE EXTENT APPLICABLE). The Borrower expressly agrees that (i) the Prepayment Premium is reasonable and is the product of related issuancesan arm’s length transaction 49 between sophisticated business people, ably represented by counsel, (ii) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is equal made, (iii) there has been a course of conduct between Lenders and the Borrower giving specific consideration in this transaction for such agreement to or greater pay the Prepayment Premium, (iv) the Borrower shall be estopped hereafter from claiming differently than $75,000,000as agreed to in this Section 2.12(a) and (v) the Borrower’s agreement to pay the Prepayment Premium is a material inducement to the Lenders to make the Loans hereunder and enter into this Agreement.

Prepayment Premium. In the event of (aA) Any repayment in full of the Obligations and termination of the Total Revolving Credit Commitment, or (iB) voluntary paymentrepayment in part of the Obligations or reduction of the Total Revolving Credit Commitment, repaymentin each case at any time prior to March 28, prepayment2009 for any reason (any such repayment and reduction, satisfactiona “Designated Repayment”), replacement or refinancing including, without limitation, any such actions resulting from (including 1) any mandatory reduction (provided, that, with respect to mandatory prepayments pursuant to Section 2.05(c) of the Financing Agreement, only in connection with any payment pursuant to Section 2.20), (ii) mandatory prepayment pursuant to Sections 2.7(cSection 2.05(c)(ii), Section 2.05(c)(v) (solely with respect to the proceeds of any Disposition of all or substantially all of the assets of the Loan Parties), Section 2.05(c)(vi), or Section 2.05(c)(vii) of the Financing Agreement) or voluntary reduction of the Total Revolving Credit Commitment, (e2) the acceleration of the Obligations after the occurrence and during the continuation of an Event of Default (subject to the proviso belowincluding, without limitation, an Event of Default resulting from an Insolvency Proceeding), (iii3) other than with the consent any sale of each directly affected NoteholderCollateral (including, (A) reduction to the amount or (B) extension of the due dates, in each case, of any principal of, or interest or premium onwithout limitation, any Note (whether such sale by foreclosure or in connection with any proceeding under Debtor Relief Laws or otherwisean Insolvency Proceeding), or (iv4) acceleration (including 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, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of any Event of Default (including as a result of any proceeding under Debtor Relief Laws)such Designated Repayment, whether automatically or and by declaration, or by operation of law), in each case, in advance mutual agreement of the Maturity Date (including upon automatic acceleration parties as to a reasonable estimation and calculation of the Notes), lost profits or damages of the NotesAgents and the Lenders, whether in whole or in parta prepayment premium, shall be at a price equal to (1) 100.0% of the principal amount thereof, plus (2) accrued and unpaid interest measured as of the date of such repayment or prepayment or other event or occurrenceDesignated Repayment, equal to (x) with respect to any Designated Repayment from and including the Effective Date up to, but not including, the first anniversary of the Effective Date, 1.0% times the sum of (i) the amount of the Term Loan that is repaid plus (3ii) the Prepayment Premiumamount that the Total Revolving Credit Commitment is reduced on such date, if any, as of the date of such repayment or prepayment or other event or occurrence; provided that notwithstanding the foregoing, no Prepayment Premium shall be payable upon (I) a mandatory prepayment under Sections 2.7(a), (b) or (d) or (II)(x) a mandatory prepayment under Section 2.7(e) (whether or not such mandatory prepayment, or the event giving rise to such mandatory prepayment, is waived by the Required Noteholders) or (y) a voluntary prepayment in connection with the event giving rise respect to any mandatory prepayment under Section 2.7(e) that has been waived by Designated Repayment from and including the Required Noteholders iffirst anniversary of the Effective Date up to, but only ifnot including, in the case of clauses (II)(x) and (II)(y), immediately prior to the occurrence second anniversary of the event giving rise to such mandatory prepaymentEffective Date, 0.5% times the aggregate value sum of Holdings’ Capital Stock (based on the Most Recent Equity Price (as defined below)) is equal to or exceeds $3,000,000,000. As used above, (i) “Most Recent Equity Price” means the implied valuation for Holdings’ Capital Stock on a fully diluted basis arising from amount of the applicable Equity Monetization Event or, in Term Loan that is repaid plus (ii) the event amount that the applicable Equity Monetization Event does not involve an investment which implies a value for Holdings’ Capital Stock, then the “Most Recent Equity Price” shall mean the price that Holdings’ preferred stock Total Revolving Credit Commitment is sold to investors pursuant to the most recent Bona Fide Preferred Equity Offering (as defined below)reduced on such date, and (iiz) “Bona Fide Preferred Equity Offering” means (A) initially, the issuance by Holdings of its Series E Preferred Stock, from and (B) thereafter, any issuance (or series of related issuances) by Holdings after the Closing Date date that is the second anniversary of preferred stock so long asthe Effective Date, zero; provided, however, that the proceeding prepayment premium shall not apply to partial repayment of the Obligations or partial reduction of the Total Revolving Credit Commitment from excess cash generated by the Borrower solely and exclusively in the case Borrower’s ordinary course of this clause (B), the net cash proceeds of such issuance (or series of related issuances) is equal to or greater than $75,000,000business.

Prepayment Premium. (a) Any Upon (i) voluntary payment, repayment, prepayment, satisfaction, replacement or refinancing (including in connection with any payment each mandatory prepayment of Term Loans made pursuant to Section 2.205.02(a), (b), (d), or (e), (ii) mandatory any voluntary prepayment of Term Loans pursuant to Sections 2.7(c) or (e) (subject to the proviso below)Section 5.01, (iii) other than with the consent of each directly affected Noteholder, (A) any voluntary reduction to the amount or (B) extension of the due dates, termination in each case, of any principal of, or interest or premium on, any Note (whether in connection with any proceeding under Debtor Relief Laws or otherwise), or Revolver Commitments and/or (iv) any payment of the Loans and/or reduction or termination of commitments resulting from any enforcement of remedies pursuant to Section 10.02, including pursuant to acceleration thereunder (including as each, a result of any Event of Default (including as a result of any proceeding under Debtor Relief Laws“Prepayment Premium Event”), whether automatically or by declarationeach Borrower, or by operation of law)jointly and severally, in each caseshall pay to the Administrative Agent, in advance for the ratable account of the Maturity Date Lenders according to their Pro Rata Share thereof, the Prepayment Premium applicable to the Term Loans so prepaid (including upon automatic acceleration or Revolver Commitments so reduced or terminated). Notwithstanding the foregoing, the Prepayment Premium shall not be required to be paid with respect to (x) Revolver Commitment reductions of up to $10,000,000 in the aggregate during the term of this Agreement and (y) optional and mandatory prepayments of the Notes), of the Notes, whether Term Loans in whole or in part, shall be at a price equal to (1) 100.0% of the an aggregate principal amount thereof, plus during the term of this Agreement that is less than the lesser of (2x) accrued $58,300,000 and unpaid interest (y) the Available Amount calculated as of the date of any such repayment or prepayment or other event or occurrenceprepayment, plus with details of such calculation delivered to the Administrative Agent as certified by an Authorized Officer of the Administrative Borrower. (3b) Any Prepayment Premium payable in accordance with this Section 4.04 shall be presumed to be equal to the liquidated damages sustained by Lenders as the result of the occurrence of the Prepayment Premium Event and the Credit Parties agree that it is reasonable under the circumstances currently existing. THE CREDIT 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 PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) The Credit Parties expressly agree that: (i) the Prepayment PremiumPremium is reasonable and is the product of an arm’s length transaction between sophisticated business people, if any, as of ably represented by counsel; (ii) the date of such repayment or prepayment or other event or occurrence; provided that notwithstanding the foregoing, no Prepayment Premium shall be payable upon notwithstanding the then prevailing market rates at the time payment is made; (Iiii) a mandatory prepayment under Sections 2.7(a), (b) or (d) or (II)(x) a mandatory prepayment under Section 2.7(e) (whether or not such mandatory prepayment, or the event giving rise to such mandatory prepayment, is waived by the Required Noteholders) or (y) a voluntary prepayment in connection with the event giving rise to any mandatory prepayment under Section 2.7(e) that there has been waived by a course of conduct between the Required Noteholders if, but only if, Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the case of clauses Prepayment Premium; (II)(xiv) and the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (II)(y), immediately prior v) their agreement to pay the Prepayment Premium is a material inducement to the occurrence of Lenders to provide the event giving rise to such mandatory prepayment, Commitments and make the aggregate value of Holdings’ Capital Stock (based on the Most Recent Equity Price (as defined below)) is equal to or exceeds $3,000,000,000. As used above, (i) “Most Recent Equity Price” means the implied valuation for Holdings’ Capital Stock on a fully diluted basis arising from the applicable Equity Monetization Event or, in the event that the applicable Equity Monetization Event does not involve an investment which implies a value for Holdings’ Capital Stock, then the “Most Recent Equity Price” shall mean the price that Holdings’ preferred stock is sold to investors pursuant to the most recent Bona Fide Preferred Equity Offering (as defined below)Term Loans, and (iivi) “Bona Fide Preferred Equity Offering” means (A) initiallythe Prepayment Premium represents a good faith, reasonable estimate and calculation of the issuance lost profits or damages of the Agents and Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and Lenders or profits lost by Holdings of its Series E Preferred Stock, the Agents and (B) thereafter, any issuance (or series of related issuances) by Holdings after the Closing Date of preferred stock so long as, in the case of this clause (B), the net cash proceeds ▇▇▇▇▇▇▇ as a result of such issuance (or series of related issuances) is equal to or greater than $75,000,000Prepayment Premium Event.

Prepayment Premium. Notwithstanding anything herein to the contrary, if (a1) Any the entirety of the Revolving Commitments are permanently reduced or terminated (ior are required to be reduced or terminated), (2) voluntary payment, repayment, prepayment, satisfaction, replacement or refinancing (including any portion of the Revolving Commitments are permanently reduced in connection with the prepayment contemplated by Section 6.19 and the related keepwell agreement, or (3) all or any payment portion of the Term Loan is paid or prepaid (or is required to be paid or prepaid), in each case (x) pursuant to Section 2.202.20(b)(ii) or (iii) (other than in connection with a Change of Control), (iiy) mandatory in connection with a prepayment made pursuant to Sections 2.7(cSection 2.20(a) (other than in connection with a Change of Control) or (ez) as a result of the acceleration of the Obligations (subject whether or not such acceleration occurs automatically) or the commencement of an Insolvency Event, (the occurrence of any of the events set forth in the foregoing clauses (x) through (z), each a "Premium Event"), then the Agent shall be paid, for the benefit of the Lenders holding the Revolving Commitments and/or Term Loan, as applicable, as an inducement for making Advances and Revolving Commitments hereunder (and not as a penalty), an amount (the "Premium Amount") equal to the proviso belowPremium Applicable Percentage multiplied by the sum of the Maximum Revolving Advance Amount and/or principal amount of the portion of the Term Loan so permanently reduced, paid or prepaid (or required to be paid or prepaid), (iii) other than with as applicable, which Premium Amount shall be fully earned, and due and payable, on the consent date of each directly affected Noteholder, (A) reduction to the amount such payment or (B) extension of the due dates, in each case, of any principal ofprepayment, or interest on the date such payment or premium onprepayment is required to be made, as applicable, and non-refundable when made. The parties hereto further acknowledge and agree that the Premium Amount is not intended to act as a penalty or to punish the Borrowers for any Note (such repayment or prepayment and shall be applicable whether in connection with any proceeding under Debtor Relief Laws or otherwise)not an Event of Default has occurred or is continuing. The actual amount of damages to Agent and the Lenders, or (iv) acceleration (including profits lost by Agent and the Lenders, as a result of any Event early prepayment would be impracticable and extremely difficult to ascertain, and the Premium Amount hereunder is provided by mutual agreement of Default (including the Borrowers, Agent and the Lenders as a result reasonable estimation and calculation of any proceeding under Debtor Relief Laws)such lost profits or damages of Agent and the Lenders and not a penalty. The Loan Parties acknowledge and agree that the Premium Amount described in this Section 3.3(b) represents the product of an arm's length transaction among sophisticated parties and constitutes a material inducement for the Lenders to make the Advances and provide the Revolving Commitments hereunder. The Premium Amount provided for in this Section 3.3(b) shall be deemed included in the Obligations and secured by the Collateral. Notwithstanding anything herein, whether automatically or by declaration, or by operation of law), in each case, in advance the Premium Amount shall not apply to the prepayment of the Maturity Term Loans on the Fourth Amendment Closing Date (including upon automatic acceleration in accordance with the terms of the Notes), of the Notes, whether in whole or in part, shall be at a price equal to (1) 100.0% of the principal amount thereof, plus (2) accrued and unpaid interest as of the date of such repayment or prepayment or other event or occurrence, plus (3) the Prepayment Premium, if any, as of the date of such repayment or prepayment or other event or occurrence; provided that notwithstanding the foregoing, no Prepayment Premium shall be payable upon (I) a mandatory prepayment under Sections 2.7(a), (b) or (d) or (II)(x) a mandatory prepayment under Section 2.7(e) (whether or not such mandatory prepayment, or the event giving rise to such mandatory prepayment, is waived by the Required Noteholders) or (y) a voluntary prepayment in connection with the event giving rise to any mandatory prepayment under Section 2.7(e) that has been waived by the Required Noteholders if, but only if, in the case of clauses (II)(x) and (II)(y), immediately prior to the occurrence of the event giving rise to such mandatory prepayment, the aggregate value of Holdings’ Capital Stock (based on the Most Recent Equity Price (as defined below)) is equal to or exceeds $3,000,000,000. As used above, (i) “Most Recent Equity Price” means the implied valuation for Holdings’ Capital Stock on a fully diluted basis arising from the applicable Equity Monetization Event or, in the event that the applicable Equity Monetization Event does not involve an investment which implies a value for Holdings’ Capital Stock, then the “Most Recent Equity Price” shall mean the price that Holdings’ preferred stock is sold to investors pursuant to the most recent Bona Fide Preferred Equity Offering (as defined below), and (ii) “Bona Fide Preferred Equity Offering” means (A) initially, the issuance by Holdings of its Series E Preferred Stock, and (B) thereafter, any issuance (or series of related issuances) by Holdings after the Closing Date of preferred stock so long as, in the case of this clause (B), the net cash proceeds of such issuance (or series of related issuances) is equal to or greater than $75,000,000Fourth Amendment.

Prepayment Premium. In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (ax) Any (i) make a voluntary payment, repayment, prepayment, satisfaction, replacement or refinancing (including in connection with any payment prepayment of the Term Loans pursuant to Section 2.20), (ii) mandatory prepayment pursuant to Sections 2.7(c2.10(a) or (e) (subject to the proviso below), (iii) other than with the consent of each directly affected Noteholder, (A) reduction to the amount or (B) extension of the due dates, in each case, of any principal of, or interest or premium on, any Note (whether in connection with any proceeding under Debtor Relief Laws or otherwise), or (iv) acceleration (including as a result of any Event of Default (including as a result of any proceeding under Debtor Relief Laws), whether automatically or by declaration, or by operation of law), in each case, in advance of the Maturity Date (including upon automatic acceleration of the Notes), of the Notes, whether in whole or in part, shall be at a price equal to (1) 100.0% of the principal amount thereof, plus (2) accrued and unpaid interest as of the date of such repayment or prepayment or other event or occurrence, plus (3) the Prepayment Premium, if any, as of the date of such repayment or prepayment or other event or occurrence; provided that notwithstanding the foregoing, no Prepayment Premium shall be payable upon (I) a mandatory prepayment under Sections 2.7(a), (bof Term Loans pursuant to Section 2.10(b)(iii) with the proceeds of any Indebtedness in the form of syndicated or (d) or (II)(x) a mandatory prepayment under Section 2.7(e) (whether or not “club” secured term loans and such mandatory prepayment, or Indebtedness has an All-in Yield that is less than the event giving rise to All-in Yield of such mandatory prepayment, is waived by the Required Noteholders) Term Loans or (y) a voluntary prepayment effect any amendment to this Agreement which reduces the All-in connection with Yield of the event giving rise to any mandatory prepayment under Section 2.7(e) that has been waived by the Required Noteholders if, but only ifTerm Loans (other than, in the case of each of clauses (II)(xx) and (II)(yy), in connection with a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Lenders and each Term Lender effecting a mandatory assignment of Term Loans pursuant to Section 2.18(b), (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term Loans so prepaid and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term Loans for which the All-in Yield has been reduced pursuant to such amendment; provided, however, that no such prepayment premium or fee shall be required unless the primary purpose of such incurrence of Indebtedness or amendment (as determined by the Borrower in good faith) is to reduce the All-in Yield applicable to the Term Loans. Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.03(b), a “transformative acquisition” is any acquisition or similar Investment by the Borrower or any Subsidiary that is either (i) not permitted by the terms of the Loan Documents immediately prior to the occurrence consummation of the event giving rise to such mandatory prepayment, the aggregate value of Holdings’ Capital Stock (based on the Most Recent Equity Price (as defined below)) is equal to acquisition or exceeds $3,000,000,000. As used above, (i) “Most Recent Equity Price” means the implied valuation for Holdings’ Capital Stock on a fully diluted basis arising from the applicable Equity Monetization Event or, in the event that the applicable Equity Monetization Event does not involve an investment which implies a value for Holdings’ Capital Stock, then the “Most Recent Equity Price” shall mean the price that Holdings’ preferred stock is sold to investors pursuant to the most recent Bona Fide Preferred Equity Offering (as defined below), and similar Investment or (ii) “Bona Fide Preferred Equity Offering” means (A) initially, if permitted by the issuance by Holdings terms of its Series E Preferred Stock, and (B) thereafter, any issuance (or series of related issuances) by Holdings after the Closing Date of preferred stock so long as, in Loan Documents immediately prior to the case of this clause (B), the net cash proceeds consummation of such issuance acquisition or Investment, would not provide the Borrower and the Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation (or series of related issuances) is equal to or greater than $75,000,000as determined by the Borrower in good faith).

Prepayment Premium. (a) Any (i) voluntary payment, repayment, prepayment, satisfaction, replacement or refinancing Any prepayment of the Tranche A Loan by Borrower (including in connection with any payment i) pursuant to Section 2.20), (ii) mandatory prepayment pursuant to Sections 2.7(c2.2(c)(i) or (e) (subject to the proviso below), (iii) other than with the consent of each directly affected Noteholder, (A) reduction to the amount or (B) extension of the due dates, in each case, of any principal of, or interest or premium on, any Note (whether in connection with any proceeding under Debtor Relief Laws or otherwiseSection 2.2(c)(ii), or (ivii) acceleration (including as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a) shall, in any Event such case, be accompanied by payment of Default an amount equal to the Tranche A Prepayment Premium; provided, however, that if such prepayment occurs prior to the 36th-month anniversary of the Tranche A Closing Date, then, in lieu of the foregoing, such prepayment of the Tranche A Loan shall be accompanied by payment of an amount equal to the greater of (including x) the Tranche A Prepayment Premium and (y) the Tranche A Makewhole Amount. (ii) Any prepayment of the Tranche B Loan by Borrower (i) pursuant to Section 2.2(c)(i) or Section 2.2(c)(ii), or (ii) as a result of any proceeding under Debtor Relief Laws), whether automatically or by declaration, or by operation of law), in each case, in advance of the Maturity Date (including upon automatic acceleration of the Notes), maturity of the NotesTerm Loans pursuant to Section 8.1(a) shall, whether in whole or in partany such case, shall be at a price accompanied by payment of an amount equal to (1) 100.0% the Tranche B Prepayment Premium; provided, however, that if such prepayment occurs prior to the 36th-month anniversary of the principal amount thereofTranche B Closing Date, plus (2) accrued and unpaid interest as then, in lieu of the date of such repayment or prepayment or other event or occurrence, plus (3) the Prepayment Premium, if any, as of the date of such repayment or prepayment or other event or occurrence; provided that notwithstanding the foregoing, no such prepayment of the Tranche B Loan shall be accompanied by payment of an amount equal to the greater of (x) the Tranche B Prepayment Premium shall be payable upon (I) a mandatory prepayment under Sections 2.7(a), (b) or (d) or (II)(x) a mandatory prepayment under Section 2.7(e) (whether or not such mandatory prepayment, or the event giving rise to such mandatory prepayment, is waived by the Required Noteholders) or and (y) the Tranche B Makewhole Amount. (iii) Any prepayment of the Tranche C Loan by Borrower (i) pursuant to Section 2.2(c)(i) or Section 2.2(c)(ii), or (ii) as a voluntary prepayment in connection with result of the event giving rise acceleration of the maturity of the Term Loans pursuant to any mandatory prepayment under Section 2.7(e8.1(a) that has been waived by the Required Noteholders if, but only ifshall, in any such case, be accompanied by payment of an amount equal to the case of clauses (II)(x) and (II)(y)Tranche C Prepayment Premium; provided, immediately however, that if such prepayment occurs prior to the occurrence 36th-month anniversary of the event giving rise to Tranche C Closing Date, then, in lieu of the foregoing, such mandatory prepayment, prepayment of the aggregate value Tranche C Loan shall be accompanied by payment of Holdings’ Capital Stock (based on the Most Recent Equity Price (as defined below)) is an amount equal to or exceeds $3,000,000,000. As used above, the greater of (ix) “Most Recent Equity Price” means the implied valuation for Holdings’ Capital Stock on a fully diluted basis arising from the applicable Equity Monetization Event or, in the event that the applicable Equity Monetization Event does not involve an investment which implies a value for Holdings’ Capital Stock, then the “Most Recent Equity Price” shall mean the price that Holdings’ preferred stock is sold to investors pursuant to the most recent Bona Fide Preferred Equity Offering (as defined below), Tranche C Prepayment Premium and (iiy) “Bona Fide Preferred Equity Offering” means (A) initially, the issuance by Holdings of its Series E Preferred Stock, and (B) thereafter, any issuance (or series of related issuances) by Holdings after the Closing Date of preferred stock so long as, in the case of this clause (B), the net cash proceeds of such issuance (or series of related issuances) is equal to or greater than $75,000,000Tranche C Makewhole Amount.

Prepayment Premium. If (aA) Any Borrower pays in full all or substantially all of the Liabilities prior to the end of the initial term of this Agreement (or any renewal term), other than (i) voluntary payment, repayment, prepayment, satisfaction, replacement temporarily from funds internally generated in the ordinary course of business or refinancing (including in connection with any payment pursuant to Section 2.20), (ii) mandatory prepayment pursuant as a result of the Borrower obtaining a larger credit facility from Lender from time to Sections 2.7(ctime or (iii) as a result of payment in full made in the last ninety (90) days of the initial term of this Agreement (or any renewal term) or (eiv) payment in full within sixty (subject to 60) days after Lender adds Availability Reserves of a type not included in the proviso below), Borrowing Base Certificate at Closing in an aggregate amount in excess of $250,000.00 (iiiin which event one-half of the then applicable prepayment premium shall be due and payable) other than with the consent of each directly affected Noteholder, (A) reduction to the amount or (B) extension following an acceleration by Lender of the due datesLiabilities pursuant to Article 10 hereof, in each case, at the time of any principal ofsuch payment, or interest or upon acceleration as the case may be, Borrower shall also pay to Lender a prepayment premium on, any Note (whether in connection with any proceeding under Debtor Relief Laws or otherwise), or (iv) acceleration (including as a result of any Event of Default (including as a result of any proceeding under Debtor Relief Laws), whether automatically or by declaration, or by operation of law), in each case, in advance of the Maturity Date (including upon automatic acceleration of the Notes), of the Notes, whether in whole or in part, shall be at a price an amount equal to (1i) 100.0% three (3%) percent of the principal amount thereofCredit Limit if prepaid during the first year after the Closing Date of this Agreement; provided, plus (2) accrued and unpaid interest as of the date of such repayment or prepayment or other event or occurrence, plus (3) the Prepayment Premium, if any, as of the date of such repayment or prepayment or other event or occurrence; provided that notwithstanding the foregoing, no Prepayment Premium shall be payable upon (I) a mandatory prepayment under Sections 2.7(a), (b) or (d) or (II)(x) a mandatory prepayment under Section 2.7(e) (whether or not such mandatory prepayment, or the event giving rise to such mandatory prepayment, is waived by the Required Noteholders) or (y) a voluntary prepayment in connection with the event giving rise to any mandatory prepayment under Section 2.7(e) that has been waived by the Required Noteholders if, but only if, in the case of clauses (II)(x) and (II)(y), immediately prior to the occurrence of the event giving rise to such mandatory prepayment, the aggregate value of Holdings’ Capital Stock (based on the Most Recent Equity Price (as defined below)) is equal to or exceeds $3,000,000,000. As used above, (i) “Most Recent Equity Price” means the implied valuation for Holdings’ Capital Stock on a fully diluted basis arising from the applicable Equity Monetization Event orhowever, in the event that during the applicable Equity Monetization Event does not involve an investment which implies a value for Holdings’ Capital Stock, then the “Most Recent Equity Price” shall mean the price that Holdings’ preferred stock is sold to investors pursuant to the most recent Bona Fide Preferred Equity Offering (as defined below), and (ii) “Bona Fide Preferred Equity Offering” means (A) initially, the issuance by Holdings of its Series E Preferred Stock, and (B) thereafter, any issuance (or series of related issuances) by Holdings first year after the Closing Date of preferred stock so long asthis Agreement only (a) Borrower obtains an equity injection of at least $10,000,000.00 and pays off Lender in full, provided Lender is granted a right of first option to provide any new debt financing which the Borrower seeks to obtain at that time or (b) if the Lender is paid in full due to the case sale or acquisition of this clause the Borrower then such fee will be reduced to one and one half (B)1.5%) percent of the Credit Limit; or (ii) one (1%) percent of the Credit Limit, if prepaid after the net cash proceeds first anniversary of such issuance (or series the Closing Date. Such prepayment premium shall be paid to Lender as liquidated damages for the loss of related issuances) is equal to or greater than $75,000,000the bargain by Lender and not as a penalty.