Common use of Prepayment Premium Clause in Contracts

Prepayment Premium. (a) Upon (i) each mandatory prepayment of Term Loans made pursuant to Section 5.02(a), (b), (d), or (e), (ii) any voluntary prepayment of Term Loans pursuant to Section 5.01, (iii) any voluntary reduction or termination in 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 (each, a “Prepayment Premium Event”), each Borrower, jointly and severally, shall pay to the Administrative Agent, for the ratable account of the Lenders according to their Pro Rata Share thereof, the Prepayment Premium applicable to the Term Loans so prepaid (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 Term Loans in an aggregate principal amount during the term of this Agreement that is less than the lesser of (x) $58,300,000 and (y) the Available Amount calculated as of the date of any such prepayment, with details of such calculation delivered to the Administrative Agent as certified by an Authorized Officer of the Administrative Borrower. (b) 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 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 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 material inducement to the Lenders to provide the Commitments and make the Term Loans, and (vi) the Prepayment Premium represents a good faith, reasonable estimate and calculation of the 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 the Agents and Lenders as a result of such Prepayment Premium Event.

Prepayment Premium. (a) Upon Any (i) each mandatory prepayment of Term Loans made voluntary payment, repayment, prepayment, satisfaction, replacement or refinancing (including in connection with any payment pursuant to Section 5.02(a), (b), (d), or (e2.20), (ii) any voluntary mandatory prepayment of Term Loans pursuant to Section 5.01Sections 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 voluntary reduction principal of, or termination interest or premium on, any Note (whether in Revolving Commitments and/or connection with any proceeding under Debtor Relief Laws or otherwise), or (iv) acceleration (including as a result of any payment 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 Loans and/or reduction or termination Maturity Date (including upon automatic acceleration of commitments resulting from any enforcement of remedies pursuant to Section 10.02, including pursuant to acceleration thereunder (each, a “Prepayment Premium Event”the Notes), each Borrowerof the Notes, jointly and severallywhether in whole or in part, shall pay be at a price equal to the Administrative Agent, for the ratable account (1) 100.0% of the Lenders according to their Pro Rata Share principal amount thereof, the Prepayment Premium applicable to the Term Loans so prepaid plus (or Revolving Commitments so reduced or terminated). Notwithstanding the foregoing, the Prepayment Premium shall not be required to be paid with respect to (x2) Revolver Commitment reductions of up to $10,000,000 in the aggregate during the term of this Agreement accrued and (y) optional and mandatory prepayments of the Term Loans in an aggregate principal amount during the term of this Agreement that is less than the lesser of (x) $58,300,000 and (y) the Available Amount calculated unpaid interest as of the date of any such prepaymentrepayment or prepayment or other event or occurrence, with details of such calculation delivered to the Administrative Agent as certified by an Authorized Officer of the Administrative Borrower. plus (b) 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: (i3) the Prepayment Premium is reasonable and is Premium, if any, as of the product date of an arm’s length transaction between sophisticated business peoplesuch repayment or prepayment or other event or occurrence; provided that notwithstanding the foregoing, ably represented by counsel; (ii) the no Prepayment Premium shall be payable notwithstanding 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 then prevailing market rates at event giving rise to such mandatory prepayment, is waived by the time payment is made; Required Noteholders) or (iiiy) there a voluntary prepayment in connection with the event giving rise to any mandatory prepayment under Section 2.7(e) that has been a course waived by the Required Noteholders if, but only if, in the case of conduct between the Lenders clauses (II)(x) and the Credit Parties giving specific consideration in this transaction for 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 material inducement II)(y), immediately prior to the Lenders occurrence of the event giving rise to provide such mandatory prepayment, the Commitments and make aggregate value of Holdings’ Capital Stock (based on the Term LoansMost 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 (viii) “Bona Fide Preferred Equity Offering” means (A) initially, the Prepayment Premium represents a good faithissuance by Holdings of its Series E Preferred Stock, reasonable estimate and calculation (B) thereafter, any issuance (or series of related issuances) by Holdings after the lost profits or damages Closing Date of preferred stock so long as, in the Agents and Lenders and that it would be impractical and extremely difficult to ascertain case of this clause (B), the actual amount of damages to the Agents and Lenders or profits lost by the Agents and Lenders as a result net cash proceeds of such Prepayment Premium Eventissuance (or series of related issuances) is equal to or greater than $75,000,000.

Prepayment Premium. (a) Upon (i) each mandatory prepayment of Second Lien Term Loans made pursuant to Section 5.02(a), (b), (d), or (e), (ii) any voluntary prepayment of Second Lien Term Loans pursuant to Section 5.01, (iii) any voluntary reduction or termination in Revolving Commitments 5.01 and/or (iviii)(x) any payment of the Second Lien Term Loans and/or reduction or termination of commitments resulting from any enforcement of remedies pursuant to Section 10.02, including 10.02 or (y) any acceleration of the Second Lien Term Loans pursuant to acceleration thereunder Section 10.02 (whether before or after the commencement of an Insolvency Proceeding) (each, a “Prepayment Premium Event”), each Borrower, jointly and severally, the Borrower shall pay to the Administrative Agent, for the ratable account of the Term Lenders according to their Pro Rata Share thereof, the Prepayment Premium applicable to the Second Lien Term Loans so prepaid (or Revolving Commitments so reduced or terminated)accelerated. Notwithstanding the foregoing, the no Prepayment Premium shall not be required to be paid due in connection with respect to a prepayment made with Declined Proceeds (x) Revolver Commitment reductions of up to $10,000,000 as defined in the aggregate during the term of this Agreement and First Lien Credit Agreement) pursuant to Section 5.02(a), (y) optional and mandatory prepayments of the Term Loans in an aggregate principal amount during the term of this Agreement that is less than the lesser of b), (x) $58,300,000 and d), or (y) the Available Amount calculated as of the date of any such prepayment, with details of such calculation delivered to the Administrative Agent as certified by an Authorized Officer of the Administrative Borrowere). (b) 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 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 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 material inducement to the Lenders to provide the Commitments and make the Second Lien Term Loans, and (vi) the Prepayment Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents Administrative Agent and Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents Administrative Agent and Lenders or profits lost by the Agents Administrative Agent and Lenders as a result of such Prepayment Premium Event.

Prepayment Premium. (a) Upon (i) each mandatory prepayment of Term Loans made pursuant to Section 5.02(a), (b), (d), or (e), (ii) any voluntary prepayment of Term Loans pursuant to Section 5.01, (iii) any voluntary reduction or termination in Revolving 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 (each, a “Prepayment Premium Event”), each Borrower, jointly and severally, shall pay to the Administrative Agent, for the ratable account of the Lenders according to their Pro Rata Share thereof, the Prepayment Premium applicable to the Term Loans so prepaid (or Revolving 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 Term Loans in an aggregate principal amount during the term of this Agreement that is less than the lesser of (x) $58,300,000 and (y) the Available Amount calculated as of the date of any such prepayment, with details of such calculation delivered to the Administrative Agent as certified by an Authorized Officer of the Administrative Borrower. (b) 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 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 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 material inducement to the Lenders to provide the Commitments and make the Term Loans, and (vi) the Prepayment Premium represents a good faith, reasonable estimate and calculation of the 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 the Agents and Lenders ▇▇▇▇▇▇▇ as a result of such Prepayment Premium Event.

Prepayment Premium. (a) Upon (i) each mandatory prepayment of Term Loans made pursuant to Section 5.02(a), (b), (d), or (e), (ii) any voluntary prepayment of Term Loans pursuant to Section 5.01, (iii) any voluntary reduction or termination in 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 (each, a “Prepayment Premium Event”), each Borrower, jointly and severally, shall pay to the Administrative Agent, for the ratable account of the Lenders according to their Pro Rata Share thereof, the Prepayment Premium applicable to the Term Loans so prepaid (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 Term Loans in an aggregate principal amount during the term of this Agreement that is less than the lesser of (x) $58,300,000 and (y) the Available Amount calculated as of the date of any such prepayment, with details of such calculation delivered to the Administrative Agent as certified by an Authorized Officer of the Administrative Borrower. (b) 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 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 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 material inducement to the Lenders to provide the Commitments and make the Term Loans, and (vi) the Prepayment Premium represents a good faith, reasonable estimate and calculation of the 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 the Agents and Lenders ▇▇▇▇▇▇▇ as a result of such Prepayment Premium Event.

Prepayment Premium. (i) The Prepayment Premium, when due hereunder, to be shared between the Purchasers in accordance with their respective Pro Rata Shares. (ii) Subject to Section 2.7, Issuer may elect to pay the Prepayment Premium in cash or, if the Forced Conversion Conditions are met, in cash or shares of Common Stock as contemplated by this Section 2.4(a)(ii). In connection with a conversion of any principal amount of the Notes, the value of a share of Common Stock issued to pay the Prepayment Premium in connection therewith shall be determined as set forth in and in accordance with the Note. In connection with a mandatory or permitted prepayment in cash of any principal amount of Notes, including pursuant to Sections 2.2(c)(ii) or 2.2(d) hereof (a “Cash Prepayment”), if Issuer elects to pay the Prepayment Premium in connection therewith in shares of Common Stock pursuant to this Section 2.4(a)(ii), then (a) Upon subject to the Forced Conversion Conditions, Issuer shall pay 50% of the Prepayment Premium on the date of the repayment in cash of the Notes (pursuant to Sections 2.2(c)(ii) or 2.2(d) or otherwise) with the value of a share of Common Stock to be issued with respect to such portion of the Prepayment Premium equal to 90% of the simple average of the Daily VWAP for the five (5) Trading Day ending on, and including, the Trading Day immediately preceding the earlier of the announcement of such Cash Prepayment and the date on which such portion of the Prepayment Premium is paid hereunder and (b) for so long as the Forced Conversion Conditions are met (i) the Issuer shall pay the remaining 50% of the Prepayment Premium in five (5) equal installments (each mandatory prepayment of Term Loans made pursuant to Section 5.02(aa “Prepayment Premium PIK Installment”), with each Prepayment Premium PIK Installment representing ten percent (b), (d), or (e)10%) of the total dollar amount of the Prepayment Premium due and payable hereunder, (ii) any voluntary prepayment a Prepayment Premium PIK Installment shall be paid on each of Term Loans pursuant to Section 5.01the five (5) consecutive Trading Days beginning on the second Trading Day immediately following the date such Prepayment Premium becomes due and payable hereunder (each a “Prepayment Premium PIK Installment Date”), (iii) any voluntary reduction or termination the value of a share of Common Stock to be issued with respect to each Prepayment Premium PIK Installment shall be equal to 90% of the Daily VWAP for the one (1) Trading Day immediately preceding the applicable Prepayment Premium PIK Installment Date as set forth in Revolving Commitments and/or a certificate of a Responsible Officer and delivered to the Purchasers, a separate certificate of which shall be delivered for each Prepayment Premium PIK Installment on the applicable Prepayment Premium PIK Installment Date and (iv) Issuer shall publicly announce, by way of a press release and/or a filing of a Form 8-K with the SEC, any payment election to pay the Prepayment Premium in shares of Common Stock in connection with a mandatory or permitted prepayment in cash of Notes (pursuant to Sections 2.2(c)(ii) or 2.2(d) hereof or otherwise), which such announcement shall disclose the dollar amount of the Loans and/or reduction or termination Prepayment Premium to be paid, the dollar value of commitments resulting from any enforcement each Prepayment Premium PIK Installment, the formula by which the number of remedies shares of Common Stock to be issued pursuant to Section 10.02, including each such Prepayment Premium PIK Installment shall be calculated and the Prepayment Premium PIK Installment Dates. In the event Issuer elects to pay the Prepayment Premium in Common Stock pursuant to acceleration thereunder (each, a “Prepayment Premium Event”this Section 2.4(a)(ii), each Borrower, jointly Issuer (i) shall segregate and severally, shall pay to the Administrative Agent, for the ratable deposit cash into a segregated account of the Lenders according Issuer subject to their Pro Rata Share thereof, a perfected security interest in favor of Collateral Agent pursuant to arrangements reasonably satisfactory to the Required Purchasers in an amount equal to the aggregate cash portion of the Prepayment Premium applicable to the Term Loans so prepaid (or Revolving Commitments so reduced or terminated). Notwithstanding the foregoing, payable on the Prepayment Premium PIK Installment Dates (the “Premium Account”) (and prior to the payment in full in cash or in shares of Common Stock of the Prepayment Premium such cash shall not be required used for purposes other than paying the cash portion of the Prepayment Premium on each such Prepayment Premium PIK Installment Date, if necessary; provided that security interest in the Premium Account and any cash therein shall be released upon the payment in full in cash or shares of Common Stock of the Prepayment Premium) and (ii) shall provide the Purchasers at least two (2) Business Days (or such shorter period as acceptable to the Purchasers) prior written notice of any election to pay the Prepayment Premium in shares of Common Stock pursuant to this Section 2.4(a)(ii) including identifying the applicable Premium Account. For the avoidance of doubt, to the extent any portion of the Prepayment Premium cannot be paid with respect to in shares of Common Stock by operation of Section 2.4 (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 Term Loans in an aggregate principal amount during the term of this Agreement that is less than the lesser of (x) $58,300,000 and (y) the Available Amount calculated as of the date of any such prepayment, with details of such calculation delivered to the Administrative Agent as certified by an Authorized Officer of the Administrative Borrower. (b) Any Prepayment Premium payable in accordance with this Section 4.04 shall be presumed to be equal to the liquidated damages sustained by Lenders including without limitation as the result of failure to satisfy the occurrence Forced Conversion Conditions at any time) or Section 2.7, such portion shall be paid in cash. Upon repayment in full pursuant to Section 2.2(d) of the aggregate principal amount of the Notes outstanding and delivery of 50% of the Prepayment Premium Event in shares of Common Stock to Purchasers pursuant to clause (a) above, as set forth in a certificate of a Responsible Officer and delivered to Collateral Agent and the Credit Parties agree that it is reasonable under the circumstances currently existing. THE CREDIT PARTIES EXPRESSLY WAIVEPurchasers, TO THE EXTENT PERMITTED BY APPLICABLE LAWSections 6.2(c), 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 ACCELERATION6.3, 6.5, 6.6, 6.7, 6.9, 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, 7.7, 7.9, 7.10, 7.13 and 7.15 hereof shall have no further force or effect. (ciii) The Credit Parties Issuer expressly agree agrees (to the fullest extent that each may lawfully do so) that: (iA) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (iiB) the 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 Purchasers and the Credit Parties Issuer giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; Premium and (ivD) the Credit Parties Issuer shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) their . Issuer expressly acknowledges that its agreement to pay the Prepayment Premium to Purchasers as herein described is a material inducement to the Lenders Purchasers to provide the Commitments and make the Term Loans, and (vi) the Prepayment Premium represents a good faith, reasonable estimate and calculation of the 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 agree to the Agents and Lenders or profits lost by the Agents and Lenders as a result of such Prepayment Premium EventExchange.

Prepayment Premium. (i) The Prepayment Premium, when due hereunder, to be shared between the Lenders in accordance with their respective Pro Rata Shares. (ii) Subject to Section 2.7, Borrowers may elect to pay the Prepayment Premium in cash or, if the Forced Conversion Conditions are met, in cash or shares of Common Stock as contemplated by this Section 2.4(a)(ii). In connection with a conversion of any principal amount of the Term Loans, the value of a share of Common Stock issued to pay the Prepayment Premium in connection therewith shall be determined as set forth in and in accordance with the Secured Note. In connection with a mandatory or permitted prepayment in cash of any principal amount of Term Loans, including pursuant to Sections 2.2(c)(ii) or 2.2(d) hereof (a “Cash Prepayment”), if the Borrowers elect to pay the Prepayment Premium in connection therewith in shares of Common Stock pursuant to this Section 2.4(a)(ii), then (a) Upon subject to the Forced Conversion Conditions, the Borrowers shall pay 50% of the Prepayment Premium on the date of the repayment in cash of the Term Loans (pursuant to Sections 2.2(c)(ii) or 2.2(d) or otherwise) with the value of a share of Common Stock to be issued with respect to such portion of the Prepayment Premium equal to 90% of the simple average of the Daily VWAP for the five (5) Trading Day ending on, and including, the Trading Day immediately preceding the earlier of the announcement of such Cash Prepayment and the date on which such portion of the Prepayment Premium is paid hereunder and (b) for so long as the Forced Conversion Conditions are met (i) the Borrowers shall pay the remaining 50% of the Prepayment Premium in five (5) equal installments (each mandatory prepayment of Term Loans made pursuant to Section 5.02(aa “Prepayment Premium PIK Installment”), with each Prepayment Premium PIK Installment representing ten percent (b), (d), or (e)10%) of the total dollar amount of the Prepayment Premium due and payable hereunder, (ii) any voluntary prepayment a Prepayment Premium PIK Installment shall be paid on each of Term Loans pursuant to Section 5.01the five (5) consecutive Trading Days beginning on the second Trading Day immediately following the date such Prepayment Premium becomes due and payable hereunder (each a “Prepayment Premium PIK Installment Date”), (iii) any voluntary reduction or termination the value of a share of Common Stock to be issued with respect to each Prepayment Premium PIK Installment shall be equal to 90% of the Daily VWAP for the one (1) Trading Day immediately preceding the applicable Prepayment Premium PIK Installment Date as set forth in Revolving Commitments and/or a certificate of a Responsible Officer and delivered to each Lender, a separate certificate of which shall be delivered for each Prepayment Premium PIK Installment on the applicable Prepayment Premium PIK Installment Date and (iv) the Borrowers shall publicly announce, by way of a press release and/or a filing of a Form 8-K with the SEC, any payment election to pay the Prepayment Premium in shares of Common Stock in connection with a mandatory or permitted prepayment in cash of Term Loans (pursuant to Sections 2.2(c)(ii) or 2.2(d) hereof or otherwise), which such announcement shall disclose the dollar amount of the Loans and/or reduction or termination Prepayment Premium to be paid, the dollar value of commitments resulting from any enforcement each Prepayment Premium PIK Installment, the formula by which the number of remedies shares of Common Stock to be issued pursuant to Section 10.02, including each such Prepayment Premium PIK Installment shall be calculated and the Prepayment Premium PIK Installment Dates. In the event the Borrowers elect to pay the Prepayment Premium in Common Stock pursuant to acceleration thereunder (each, a “Prepayment Premium Event”this Section 2.4(a)(ii), each Borrower, jointly the Borrowers (i) shall segregate and severally, shall pay to the Administrative Agent, for the ratable deposit cash into a segregated account of the Borrowers subject to a perfected security interest in favor of Collateral Agent pursuant to arrangements reasonably satisfactory to the Required Lenders according an amount equal to their Pro Rata Share thereof, the aggregate cash portion of the Prepayment Premium applicable to the Term Loans so prepaid (or Revolving Commitments so reduced or terminated). Notwithstanding the foregoing, payable on the Prepayment Premium PIK Installment Dates (the “Premium Account”) (and prior to the payment in full in cash or in shares of Common Stock of the Prepayment Premium, such cash shall not be required used for purposes other than paying the cash portion of the Prepayment Premium on each such Prepayment Premium PIK Installment Date, if necessary; provided that security interest in the Premium Account and any cash therein shall be released upon the payment in full in cash or shares of Common Stock of the Prepayment Premium) and (ii) shall provide the Lenders at least two (2) Business Days (or such shorter period as acceptable to the Lenders) prior written notice of any election to pay the Prepayment Premium in shares of Common Stock pursuant to this Section 2.4(a)(ii) including identifying the applicable Premium Account. For the avoidance of doubt, to the extent any portion of the Prepayment Premium cannot be paid with respect to in shares of Common Stock by operation of Section 2.4 (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 Term Loans in an aggregate principal amount during the term of this Agreement that is less than the lesser of (x) $58,300,000 and (y) the Available Amount calculated as of the date of any such prepayment, with details of such calculation delivered to the Administrative Agent as certified by an Authorized Officer of the Administrative Borrower. (b) Any Prepayment Premium payable in accordance with this Section 4.04 shall be presumed to be equal to the liquidated damages sustained by Lenders including without limitation as the result of failure to satisfy the occurrence Forced Conversion Conditions at any time) or Section 2.7, such portion shall be paid in cash. Upon repayment in full pursuant to Section 2.2(d) of the aggregate principal amount of Term Loans outstanding and delivery of 50% of the Prepayment Premium Event in shares of Common Stock to Lenders pursuant to clause (a) above, as set forth in a certificate of a Responsible Officer and the Credit Parties agree that it is reasonable under the circumstances currently existing. THE CREDIT PARTIES EXPRESSLY WAIVEdelivered to Collateral Agent and Lenders, TO THE EXTENT PERMITTED BY APPLICABLE LAWSections 6.2(c), 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 ACCELERATION6.3, 6.5, 6.6, 6.7, 6.9, 6.12, 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, 7.7, 7.9, 7.10, 7.13 and 7.15 hereof shall have no further force or effect. (ciii) The Credit Parties Borrowers expressly agree (to the fullest extent that each may lawfully do so) that: (iA) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (iiB) the 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 Borrowers giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; Premium and (ivD) the Credit Parties Borrowers shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) . Borrowers expressly acknowledge that their agreement to pay the 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 Prepayment Premium represents a good faith, reasonable estimate and calculation of the 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 the Agents and Lenders as a result of such Prepayment Premium Event.

Prepayment Premium. Any prepayment of Advances pursuant to Sections 2.06(a) (aother than prepayments resulting from Excess Cash Flow pursuant to Section 2.06(b)(i)) Upon shall be accompanied by a premium such that the aggregate amount of such prepayment shall equal 105% of the principal amount prepaid; provided, however, (i) each mandatory if such prepayment is made from the date of Term Loans made pursuant the Fourth Amendment Effective Date to Section 5.02(a)the date of the first anniversary of the Fourth Amendment Effective Date, (b)such prepayment shall automatically be reduced to 101% of the principal amount prepaid, (d), or (e), and (ii) if such prepayment is made at any voluntary prepayment of Term Loans pursuant to Section 5.01, (iii) any voluntary reduction or termination in 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 (each, a “Prepayment Premium Event”), each Borrower, jointly and severally, shall pay to the Administrative Agent, for the ratable account of the Lenders according to their Pro Rata Share thereof, the Prepayment Premium applicable to the Term Loans so prepaid (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 Term Loans in an aggregate principal amount during the term of this Agreement that is less than the lesser of (x) $58,300,000 and (y) the Available Amount calculated as of time after the date of any the first anniversary of the Fourth Amendment Effective Date, there shall be no reduction and such prepayment, with details prepayment shall equal 105% of the principal amount prepaid.” (g) Section 2.07(a) of the Credit Agreement (“Interest”) is hereby amended by adding the following text at the end of such calculation delivered to section: “provided however, that, in connection with any Interest Payment Date occurring after the Administrative Agent as certified by an Authorized Officer Fourth Amendment Effective Date, a portion of the Administrative Borrower. (b) Any Prepayment Premium payable in accordance with this Section 4.04 interest owing on such Interest Payment Date shall be presumed to be equal to the liquidated damages sustained by Lenders deferred 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 thatfollows: (i) for Eurodollar Rate Advances, 2.00% of the Prepayment Premium is reasonable aggregate Applicable Margin for Eurodollar Rate Advances shall be deferred or (b) for Base Rate Advances, 2.00% of the aggregate Applicable Margin for Base Rate Advances shall be deferred (in either case, the “Deferred Interest Amount”) and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) the Prepayment Premium aggregate principal amount of the Loans shall be payable notwithstanding deemed to be automatically increased by an amount equal to the then prevailing market rates at the time payment is made; Deferred Interest Amount owing on such Interest Payment Date.” (iiih) there has been a course Section 5.03(e) of conduct between the Lenders and the Credit Parties giving specific consideration Agreement (“Annual Forecasts”) is hereby amended by deleting such subsection in this transaction for such agreement to pay its entirety and substituting, in lieu thereof, the Prepayment Premium; following new subsection (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 material inducement to the Lenders to provide the Commitments and make the Term Loans, and (vi) the Prepayment Premium represents a good faith, reasonable estimate and calculation of the 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 the Agents and Lenders as a result of such Prepayment Premium Event.e):

Prepayment Premium. (a) Upon (i) each mandatory prepayment of Term Loans made pursuant to Section 5.02(a), (b), (d), or (e), (ii) any voluntary prepayment of Term Loans pursuant to Section 5.01, (iii) with respect to the Revolving Loans and Revolver Commitments, any Repricing Transaction, (iv) any voluntary reduction or termination in Revolving of the Revolver Commitments and/or (ivv) 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 (each, a “Prepayment Premium Event”), in each case that occurs prior to the 36 month anniversary of the Closing Date, each Borrower, jointly and severally, shall pay to the Administrative Agent, for the ratable account of the applicable Lenders according to their Pro Rata Share thereof, the Prepayment Premium applicable to the Term Loans so prepaid (or Revolving repaid or Revolver Commitments so refinanced, 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 Term Loans in an aggregate principal amount during the term of this Agreement that is less than the lesser of (x) $58,300,000 and (y) the Available Amount calculated as of the date of any such prepayment, with details of such calculation delivered to the Administrative Agent as certified by an Authorized Officer of the Administrative Borrower. (b) 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 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 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 material inducement to the Lenders to provide the Commitments and make the Term Loans, and (vi) the Prepayment Premium represents a good faith, reasonable estimate and calculation of the 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 the Agents and Lenders ▇▇▇▇▇▇▇ as a result of such Prepayment Premium Event.

Prepayment Premium. If Borrower pays in full all or substantially all of the Liabilities prior to the end of the initial term of this Agreement, other than temporarily from funds internally generated in the ordinary course of business or through an infusion of capital of, or into, iParty Corp. (a) Upon (i) each mandatory prepayment provided this Agreement is not terminated as a consequence of Term Loans made pursuant to Section 5.02(asuch payment or infusion or otherwise), (b), (d), or (e), (ii) any voluntary prepayment at the time of Term Loans pursuant such payment Borrower shall also pay to Section 5.01, (iii) any voluntary reduction or termination in 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 (each, Lender a “Prepayment Premium Event”), each Borrower, jointly and severally, shall pay to the Administrative Agent, for the ratable account of the Lenders according to their Pro Rata Share thereof, the Prepayment Premium applicable to the Term Loans so prepaid (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 Term Loans Premium” in an aggregate principal amount during the term of this Agreement that is less than the lesser of (x) $58,300,000 and (y) the Available Amount calculated as of the date of any such prepayment, with details of such calculation delivered to the Administrative Agent as certified by an Authorized Officer of the Administrative Borrower. (b) 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 thatto: (i) one and one half (1.50%) percent of the Prepayment Premium is reasonable Credit Limit or, if applicable, the Adjusted Credit Limit, if paid on or before January 2, 2005, and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) one (1.0%) percent of the of the Credit Limit or, if applicable, the 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 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 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 paid to pay the Prepayment Premium; (iv) the Credit Parties shall be estopped hereafter from claiming differently than Lender as agreed to in this paragraph; (v) their agreement to pay the Prepayment Premium is a material inducement to the Lenders to provide the Commitments and make the Term Loansadditional consideration, and (vi) the Prepayment Premium represents a good faith, reasonable estimate and calculation in view of the lost profits or damages impracticality and extreme difficulty of the Agents and Lenders and that it would be impractical and extremely difficult to ascertain ascertaining the actual amount of damages to the Agents and Lenders Lender or profits lost by the Agents and Lenders Lender as a result of such Prepayment Premium Eventearly 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 obligations 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. (b) The execution, delivery and performance by the Borrowers of this Amendment have been duly authorized by all necessary action and do not (i) require any 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 regulation or of any 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 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 representations and warranties contained in Article V of 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 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 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 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 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 not the original is in existence and whether or not such reproduction was made in the regular course of 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 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. Borrower shall pay the applicable Prepayment Premium in In connection with (a1) Upon (i) each mandatory prepayment any voluntary prepayments of Term Loans made pursuant to this Section 5.02(a2.12 or mandatory prepayments of Term Loans required to be made pursuant to Section 2.13(d) or (2) any Repricing Transaction (it being understood that in ), in each case prior to the six month anniversary of the event that Borrower (b), (d), or (e), (iix) makes any voluntary prepayment of Term Loans pursuant to Section 5.01, in connection with any Repricing Transaction,Fifth Amendment Effective Date (iiiwhether before or (y) effects any voluntary reduction or termination amendment of this Agreement resulting in Revolving Commitments and/or (iv) any payment a Repricing Transaction,after acceleration of the Loans and/or reduction Obligations or termination the commencement of commitments resulting from any enforcement of remedies pursuant to Section 10.02, including pursuant to acceleration thereunder (each, a “Prepayment Premium Event”bankruptcy or insolvency proceeding), each Borrower, jointly and severally, Borrower shall pay to the Administrative Agent, for the ratable account of each of the Lenders according to their Pro Rata Share thereofapplicable Term Lenders, (I) in the case of clause (x),a premium (expressed as a Prepayment Premium applicable to Premiumpercentage of the principal amount of such Term Loans so prepaid (or Revolving Commitments so reduced or terminated). Notwithstanding the foregoing, the Prepayment Premium shall not be required to be paid prepaid) equal to 1.00% 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 amount of the Term Loans in an aggregate principal amount during the term of this Agreement that is less than the lesser of (x) $58,300,000 being so prepaid and (II) in the case of clause (y) the Available Amount calculated as of the date of any such prepayment), with details of such calculation delivered to the Administrative Agent as certified by an Authorized Officer of the Administrative Borrower. (b) Any Prepayment Premium payable in accordance with this Section 4.04 shall be presumed to be a payment equal to the liquidated damages sustained Prepayment Premium with respect to the aggregate amount of the applicable Term Loans outstanding immediately prior to such amendment) and held by Lenders as the result of the occurrence of the Prepayment Premium Event and the Credit Parties agree who did not consent to such amendment (such Lenders, “Non-Participating Lenders”) for distribution on a pro rata basis to such Non-Participating Lenders; provided, 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 Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) the no Prepayment Premium shall be payable notwithstanding in connection with any Repricing Transaction that occurs within six months of the then prevailing market rates date that Borrower receives notice from Administrative Agent that the Loans shall bear interest 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 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 material inducement to the Lenders to provide the Commitments and make the Term Loans, and (vi) the Prepayment Premium represents a good faith, reasonable estimate and calculation of the 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 the Agents and Lenders as a result of such Prepayment Premium EventAlternative Rate.

Prepayment Premium. (a) Upon If, in each case on or before the Prepayment Premium Date: (i) each mandatory the whole or any part of any outstanding Prepayment Premium Loan becomes immediately due and payable pursuant to Clause 9.2 (Change of control) or Clause 9.3 (Flotation or Sale); and/or (ii) a Borrower voluntarily gives the Agent notice, pursuant to Clause 9.11 (Voluntary prepayment of Term Loans made pursuant to Section 5.02(aFacility Loans), that it wishes to prepay the whole or any part of a Prepayment Premium Loan, the provisions of paragraph (b), (d), or (e), (ii) below will apply provided that they will not apply to any voluntary prepayment of Term Loans pursuant to Section 5.01, (iii) any voluntary reduction or termination in 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 (each, a “Prepayment Premium Event”), each Borrower, jointly and severally, shall pay Loan made in accordance with paragraph (d) of Clause 9.11 (Voluntary Prepayment of Term Facility Loans) to the Administrative Agent, for extent such prepayments are made prior to 90 days after the ratable account date hereof. (b) If all or any part of a Prepayment Premium Loan becomes due and payable in the Lenders according circumstances set out in paragraph (a) above: (i) an amount equal to their Pro Rata Share thereof, the Prepayment Premium applicable to the Term Loans so prepaid (or Revolving Commitments so reduced or terminated). Notwithstanding the foregoing, the amount of such Prepayment Premium shall Loan (excluding any amount which the Obligor’s Agent certifies is prepaid as a result of the provisions of paragraph (a)(ii) above out of the amount of Net Disposal Proceeds or Insurance Proceeds or Acquisition Recovery Proceeds which were not be required to be paid with respect to used in mandatory prepayment under Clauses 9.5 (xAsset Disposals), 9.6 (Insurance Proceeds) Revolver Commitment reductions of up to $10,000,000 in or 9.7 (Acquisition Recovery Proceeds) respectively) which becomes due and payable (the aggregate during “Applicable Prepayment Premium”) will become immediately due and payable by the term of this Agreement and (y) optional and mandatory prepayments of the Term Loans in an aggregate principal amount during the term of this Agreement that is less than the lesser of (x) $58,300,000 and (y) the Available Amount calculated as of the date of any Borrower owing such prepayment, with details of such calculation delivered to the Administrative Agent as certified by an Authorized Officer of the Administrative Borrower. (b) Any a 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.Loan; (c) The Credit Parties expressly agree that: (i) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) the each Applicable Prepayment Premium shall be payable notwithstanding paid to the then prevailing market rates Agent at the same time payment as the Prepayment Premium Loan (or any part thereof) to which it relates is maderepaid to the Agent; and (iii) there has been a course of conduct the Agent shall distribute each Applicable Prepayment Premium between the Lenders and the Credit Parties giving specific consideration rateably according to their participations in this transaction for such agreement each Loan 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 which that Applicable Prepayment Premium is a material inducement to the Lenders to provide the Commitments and make the Term Loans, and (vi) the Prepayment Premium represents a good faith, reasonable estimate and calculation of the 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 the Agents and Lenders as a result of such Prepayment Premium Eventrelates.

Prepayment Premium. (aA) Upon Other than as set forth in clause (B) below, in the event that on or before the twelve (12) month anniversary of the Closing Date, (x) all or any portion of the Loans are optionally prepaid pursuant to Section 2.12(a)(i) (other than optional prepayments of Loans funded using (i) each mandatory prepayment solely free cash flow of Term Loans made pursuant to Section 5.02(a), (b), (d), or (e)the Loan Parties, (ii) 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 voluntary prepayment portion of Term the Loans are mandatorily prepaid pursuant to Section 5.012.13(d) or (z) solely in connection with (A) any amendment to this Agreement that reduces the interest rate on the Loans or (B) any 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 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 assets of Loan Parties and their Subsidiaries other than Tiptree Insurance shall not be subject to any voluntary reduction prepayment premium pursuant to this clause (A). (B) In the event that on or termination in Revolving Commitments and/or before the twenty-four (iv24) month anniversary of the Closing Date, (x) all or any payment portion of the Loans and/or reduction or termination of commitments resulting from any enforcement of remedies are optionally prepaid pursuant to Section 10.022.12(a)(i), including (y) all or any portion of the Loans are mandatorily prepaid pursuant to acceleration thereunder Section 2.13(a)(i) or (eachz) 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 “Prepayment Premium Event”mandatory assignment in accordance with Section 2.22, in each case of this clause (B), each Borrower, jointly and severally, shall pay to using the Administrative Agent, for net cash proceeds from either (i) the ratable account sale of Capital Stock of Fortegra and/or (ii) the sale of the Lenders according Capital Stock or a material portion of the business of Tiptree Warranty, then each Lender whose Loans are so prepaid or subject to their Pro Rata Share thereofsuch mandatory assignment shall be paid a fee equal to 2.00% of the aggregate principal amount of such 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 applicable to the Term Loans so prepaid (or Revolving Commitments so reduced or terminated). Notwithstanding the foregoing, the Prepayment Premium shall not be required set forth above is intended 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 a reasonable calculation of the Term Loans in an aggregate principal amount during actual damages that would be suffered by the term of this Agreement that is less than the lesser of (x) $58,300,000 and (y) the Available Amount calculated Lenders as of the date a result of any such prepayment, with details of such calculation delivered repayment or payment prior to the Administrative Agent as certified by an Authorized Officer second anniversary of the Administrative Borrower. (b) 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 Closing Date. The Borrower hereby further acknowledges and agrees that the Prepayment Premium Event and is not intended to act as a penalty or to punish the Credit Parties agree Borrower for any such repayment, prepayment, payment or acceleration. The Borrower agrees that it the Prepayment Premium is reasonable under the circumstances currently existing. THE CREDIT PARTIES BORROWER EXPRESSLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) TO THE EXTENT APPLICABLE). The Credit Parties Borrower expressly agree that: agrees that (i) the Prepayment Premium is reasonable and is the product of an 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 made; , (iii) 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 Prepayment Premium; , (iv) the Credit Parties Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; Section 2.12(a) and (v) their the Borrower’s agreement to pay the Prepayment Premium is a material inducement to the Lenders to provide the Commitments and make the Term Loans, Loans hereunder and (vi) the Prepayment Premium represents a good faith, reasonable estimate and calculation of the 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 the Agents and Lenders as a result of such Prepayment Premium Evententer into this Agreement.