Common use of Early Termination Fee Clause in Contracts

Early Termination Fee. In the event that the Borrower prepays or repays all or part of the Loans pursuant to Section 2.04 (unless such prepayment or repayment is the Permitted Par Prepayment or required to be made (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b), 2.04(c), 2.04(d) or 2.06(a)) or as a result of an acceleration of the Loans pursuant to Section 8.02, then the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”) equal to (i) if such prepayment or repayment occurs on or after the expiration of the No Call Period and prior to the eighteenth (18th) month anniversary of the Effective Date, six percent (6%) of the outstanding principal amount of the Loans prepaid or repaid at such time, (ii) if such prepayment or repayment occurs on or after the eighteenth (18th) month anniversary of the Effective Date and prior to the thirtieth (30th) month anniversary of the Effective Date, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time and (iii) if such prepayment or repayment occurs on or after the thirtieth (30th) month anniversary of the Effective Date and prior to the forty-second (42nd) month anniversary of the Effective Date, one percent (1%) of the outstanding principal amount of the Loans prepaid or repaid at such time; provided, that if such prepayment occurs on or after the forty-second (42nd) month anniversary of the Effective Date, no Early Termination Fee shall be due and payable. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the prepayment of the Loans during such timeframe set forth in this Section 2.08(b) and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof.

Early Termination Fee. In the event that the Borrower prepays Termination Date occurs, for any reason, on or repays all or part prior to the second anniversary of the Loans pursuant Second Amendment Effective Date, or in the event that the Borrowers reduce (but do not terminate) the Aggregate Commitments by an amount in excess of $10,000,000 on or prior to Section 2.04 (unless such prepayment or repayment is the Permitted Par Prepayment or required to be made (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b), 2.04(c), 2.04(d) or 2.06(a)) or as a result of an acceleration second anniversary of the Loans pursuant to Section 8.02Second Amendment Effective Date, then the Borrower Borrowers shall pay to the Administrative Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”) in respect of amounts which are or become payable by reason thereof equal to the following: (i) one percent (1.00%) of (x) in the case of the occurrence of the Termination Date, the Aggregate Commitments then in effect (without regard to any termination thereof) or (y) in the case of a reduction of the Aggregate Commitments, the amount of such reduction in the Aggregate Commitments, as applicable, if such prepayment the Termination Date or repayment occurs reduction shall occur at any time on or after the expiration of the No Call Period and prior to the eighteenth (18th) month first anniversary of the Second Amendment Effective Date, six ; and (ii) one-half of one percent (60.50%) of (x) in the outstanding principal case of the occurrence of the Termination Date, the Aggregate Commitments then in effect (without regard to any termination thereof) or (y) in the case of a reduction of the Aggregate Commitments, the amount of such reduction in the Loans prepaid Aggregate Commitments, as applicable, if the Termination Date or repaid reduction shall occur at such time, (ii) if such prepayment or repayment occurs on or any time after the eighteenth (18th) month first anniversary of the Second Amendment Effective Date and but on or prior to the thirtieth (30th) month second anniversary of the Second Amendment Effective Date, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time and (iii) if such prepayment or repayment occurs on or after the thirtieth (30th) month anniversary of the Effective Date and prior to the forty-second (42nd) month anniversary of the Effective Date, one percent (1%) of the outstanding principal amount of the Loans prepaid or repaid at such time; provided, that if such prepayment occurs on or after the forty-second (42nd) month anniversary of the Effective Date, no Early Termination Fee shall be due and payable. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the prepayment early termination of this Agreement or any portion of the Loans during such timeframe set forth in this Section 2.08(b) Commitments and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof.

Early Termination Fee. In the event that the Borrower prepays or repays all or part of the Loans pursuant to Section 2.04 (unless such prepayment or repayment is the Permitted Par Prepayment or required to be made (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b), 2.04(c), 2.04(d) or 2.06(a)) or as a result of an acceleration of the Loans pursuant to Section 8.02, then the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”) equal to (i) if such prepayment or repayment occurs on or after the expiration of the No Call Period First Amendment Effective Date and prior to the eighteenth twelfth (18th12th) month anniversary of the First Amendment Effective Date, six three percent (63%) of the outstanding principal amount of the Loans prepaid or repaid at such time, (ii) if such prepayment or repayment occurs on or after the eighteenth twelfth (18th12th) month anniversary of the First Amendment Effective Date and prior to the thirtieth twenty-fourth (30th24th) month anniversary of the First Amendment Effective Date, three two percent (32%) of the outstanding principal amount of the Loans prepaid or repaid at such time and or (iii) if such prepayment or repayment occurs on or after the thirtieth twenty-fourth (30th24th) month anniversary of the First Amendment Effective Date and prior to the fortythirty-second sixth (42nd36th) month anniversary of the First Amendment Effective Date, one percent (1%) of the outstanding principal amount of the Loans prepaid or repaid at such time; provided, that if such prepayment occurs on or after the fortythirty-second sixth (42nd36th) month anniversary of the First Amendment Effective Date, no Early Termination Fee shall be due and payable. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the prepayment of the Loans during such timeframe set forth in this Section 2.08(b) and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof.

Early Termination Fee. In the event that the Borrower prepays Termination Date occurs, for any reason, prior to the Maturity Date, or repays all or part of in the Loans pursuant event that the Borrowers reduce (but do not terminate) the Aggregate Revolving Commitments prior to Section 2.04 (unless such prepayment or repayment is the Permitted Par Prepayment or required to be made (and not otherwise waived by Maturity Date, the Required Lenders) pursuant to Section 2.04(b), 2.04(c), 2.04(d) or 2.06(a)) or as a result of an acceleration of the Loans pursuant to Section 8.02, then the Borrower Borrowers shall pay to the Agent, for the ratable benefit account of the Lenderseach Revolving Lender in accordance with its Applicable Percentage, a fee (the “Early Termination Fee”) in respect of amounts which are or become payable by reason thereof equal to the following: (i) if such prepayment or repayment occurs on or after the expiration one-half of the No Call Period and prior to the eighteenth (18th) month anniversary of the Effective Date, six one percent (60.50%) of the outstanding principal Revolving Credit Commitments then in effect (without regard to any termination thereof) or of the amount of any reduction in the Loans prepaid Aggregate Revolving Commitments, as applicable, if the Termination Date or repaid reduction shall occur at such time, any time on or before the first anniversary of the Closing Date; (ii) if such prepayment or repayment occurs on or after the eighteenth (18th) month anniversary one-quarter of the Effective Date and prior to the thirtieth (30th) month anniversary of the Effective Date, three one percent (30.25%) of the outstanding principal Revolving Credit Commitments then in effect (without regard to any termination thereof) or of the amount of any reduction in the Loans prepaid Aggregate Revolving Commitments, as applicable, if the Termination Date or repaid reduction shall occur at such any time after the first anniversary of the Closing Date and on or prior to the second anniversary of the Closing Date; and (iii) if such prepayment or repayment occurs on or after the thirtieth (30th) month anniversary of the Effective Date and prior to the forty-second (42nd) month anniversary of the Effective Date, one zero percent (10%) of the outstanding principal Revolving Credit Commitments then in effect (without regard to any termination thereof) or of the amount of any reduction in the Loans prepaid Aggregate Revolving Commitments, as applicable, if the Termination Date or repaid reduction shall occur at such time; provided, that if such prepayment occurs on or any time after the forty-second (42nd) month anniversary of the Effective Closing Date, no Early Termination Fee shall be due and payable. All parties to this Agreement agree and acknowledge that the Revolving Lenders will have suffered damages on account of the prepayment early termination of this Agreement or any portion of the Loans during such timeframe set forth in this Section 2.08(b) Revolving Credit Commitments and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Revolving Lenders on account thereof.

Early Termination Fee. In the event that (x) the Borrower prepays or repays all or part Borrowers prepay any portion of the Loans Term Loan or Delayed Draw Term Loan pursuant to Sections 2.06(a) or (d) hereof, or (y) terminate or reduce the Revolving Commitments pursuant to Section 2.04 2.06(a) or Section 2.07(a) hereof, or (unless such prepayment or repayment is z) the Permitted Par Prepayment or required to be made Termination Date occurs for any reason (and not otherwise waived by the Required Lenders) except pursuant to Section 2.04(bclause (i) thereof), 2.04(c), 2.04(d) or 2.06(a)) or as a result of an including the acceleration of the Loans pursuant to Section 8.02Obligations, then on the Borrower date of any such prepayment, termination or reduction, the Borrowers shall pay to the Agent, for the ratable benefit of the applicable Lenders, a fee (the “Early Termination Fee”) equal to the following: (i) if such prepayment the greater of (A) the difference between (i) the maximum total interest which would be earned on the Obligations (or repayment occurs on portion thereof prepaid or after due) through and including the expiration first anniversary of the No Call Period Closing Date (assuming no Revolving Loans have been drawn if no such Loans are outstanding on the prepayment date and if Revolving Loans have been drawn, assuming the amount outstanding on the date of prepayment had remained outstanding through such anniversary), and (ii) the total interest actually paid by the Borrowers to the Lenders on the Obligations (or portion thereof prepaid) prior to the eighteenth date of prepayment or due date of such Obligations (18th) month anniversary of the Effective Date, six percent (6%) of the outstanding principal amount of the Loans or portion thereof prepaid or repaid at such time, due) and (iiB) if such prepayment or repayment occurs on or after the eighteenth (18th) month anniversary of the Effective Date and prior to the thirtieth (30th) month anniversary of the Effective Date, three percent (3%) of the outstanding principal amount Loans being prepaid (or required to be prepaid) and Commitments being reduced or terminated on such date, in each case if such prepayment, acceleration, termination or reduction shall occur at any time prior to the first anniversary of the Closing Date; (ii) two percent (2%) of the sum of the Loans being prepaid (or repaid at required to be prepaid) and Commitments being reduced or terminated on such time date if such prepayment, acceleration, termination or reduction shall occur on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date; and (iii) if such prepayment or repayment occurs on or after the thirtieth (30th) month anniversary of the Effective Date and prior to the forty-second (42nd) month anniversary of the Effective Date, one percent (1%) of the outstanding principal amount of the Loans prepaid or repaid at such time0% thereafter; provided, that if such prepayment occurs on that, so long as no Event of Default then exists or after would result therefrom, the forty-second (42nd) month anniversary of the Effective Date, no Borrowers shall not be required to pay an Early Termination Fee shall be due with respect to a portion of the Term Loan not in excess of $2,000,000 that is prepaid by the Borrowers pursuant to Section 2.06(a) to the extent that such prepayment is made within ninety (90) days of the Closing Date and payablein connection with the syndication of the Revolving Credit Facility under terms satisfactory to the Agent. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the early prepayment of the Loans during such timeframe set forth in Loans, early termination of this Section 2.08(b) Agreement or any portion of the Commitments and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof.

Early Termination Fee. In the event that (i) the Borrower prepays Termination Date occurs, for any reason, prior to the Maturity Date or repays all or part of (ii) the Loans pursuant Borrowers reduce (but do not terminate) the Aggregate Commitments prior to Section 2.04 (unless such prepayment or repayment is the Permitted Par Prepayment or required to be made (and not otherwise waived by Maturity Date, the Required Lenders) pursuant to Section 2.04(b), 2.04(c), 2.04(d) or 2.06(a)) or as a result of an acceleration of the Loans pursuant to Section 8.02, then the Borrower Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”) equal to the following: (ix) two percent (2%) of (I) in the event the Termination Date occurs, the Commitments then in effect (without regard to any termination thereof) or (II) in the event that the Borrowers reduce the Aggregate Commitments, the amount of such reduction, if such prepayment the Termination Date, payment or repayment occurs reduction shall occur at any time on or after before the expiration of the No Call Period and prior to the eighteenth (18th) month first anniversary of the Effective Closing Date, six percent ; (6%y) of the outstanding principal amount of the Loans prepaid or repaid at such time, (ii) if such prepayment or repayment occurs on or after the eighteenth (18th) month anniversary of the Effective Date and prior to the thirtieth (30th) month anniversary of the Effective Date, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time and (iii) if such prepayment or repayment occurs on or after the thirtieth (30th) month anniversary of the Effective Date and prior to the forty-second (42nd) month anniversary of the Effective Date, one percent (1%) of (I) in the outstanding principal event the Termination Date occurs, the Commitments then in effect (without regard to any termination thereof) or (II) in the event that the Borrowers reduce the Aggregate Commitments, the amount of such reduction, if the Loans prepaid Termination Date or repaid reduction shall occur at such time; provided, that if such prepayment occurs any time on or after the forty-second (42nd) month first anniversary of the Effective Closing Date, no Early but prior to the second anniversary of the Closing Date; and (z) one-half of one percent (0.50%) of (I) in the event the Termination Fee Date occurs, the Commitments then in effect (without regard to any termination thereof) or (II) in the event that the Borrowers reduce the Aggregate Commitments, the amount of such reduction, if the Termination Date shall be due and payableoccur at any time on or after the second anniversary of the Closing Date but prior to the third anniversary of the Closing Date. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the prepayment early termination of this Agreement or any portion of the Loans during such timeframe set forth in this Section 2.08(b) Commitments and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof. Notwithstanding the foregoing, during the period beginning six months prior to the Maturity Date and ending on the Maturity Date, no Early Termination Fee shall be due if the Lead Borrower provides prior written notice to Agent at least ninety (90) days prior to the applicable Termination Date.

Early Termination Fee. In the event that prior to the Borrower prepays fourth anniversary of the Second Amendment Effective Date, the Borrowers prepay or repays are otherwise required to prepay all or any part of the Loans pursuant to Section 2.04 (unless such prepayment or repayment is Term Loan for any reason, the Permitted Par Prepayment or required to be made (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b), 2.04(c), 2.04(d) or 2.06(a)) or as a result of an acceleration of the Loans pursuant to Section 8.02, then the Borrower Borrowers shall pay to the Administrative Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”) in respect of amounts which are prepaid or are or become payable by reason thereof equal to (ia) if such prepayment or repayment occurs on or after the expiration of the No Call Period and prior to the eighteenth (18th) month first anniversary of the Second Amendment Effective Date, six four percent (64.0%) of the outstanding principal amount of the Loans prepaid or repaid at such timeamounts so prepaid, (iib) if such prepayment or repayment occurs on or after the eighteenth (18th) month first anniversary of the Second Amendment Effective Date and on or prior to the thirtieth (30th) month second anniversary of the Second Amendment Effective Date, three percent (33.0%) of the outstanding principal amount of the Loans prepaid or repaid at such time and amounts so prepaid, (iiiC) if such prepayment or repayment occurs on or after the thirtieth (30th) month second anniversary of the Second Amendment Effective Date and on or prior to the forty-second (42nd) month third anniversary of the Second Amendment Effective Date, two percent (2.0%) of the amounts so prepaid, and (D) if such prepayment occurs after the third anniversary of the Second Amendment Effective Date and on or prior to the fourth anniversary of the Second Amendment Effective Date, one percent (11.0%) of the outstanding principal amount of the Loans prepaid or repaid at such time; providedamounts so prepaid. For greater certainty, that if any such prepayment occurs on or after the forty-second (42nd) month fourth anniversary of the Second Amendment Effective Date, no Early Termination Fee or other fee arising solely on account of prepayment of the Term Loan shall be due and payable. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the prepayment early termination of the Loans during such timeframe set forth in this Section 2.08(b) Agreement and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof.

Early Termination Fee. In the event that the Termination Date occurs, for any reason, prior to the Maturity Date, or in the event that the Borrower prepays or repays all or part of reduces (but does not terminate) the Loans pursuant Aggregate Revolving Commitments prior to Section 2.04 (unless such prepayment or repayment is the Permitted Par Prepayment or required to be made (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b)Maturity Date, 2.04(c), 2.04(d) or 2.06(a)) or as a result of an acceleration of the Loans pursuant to Section 8.02, then the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”) equal to the following: (i) three percent (3.00%) of (x) the Aggregate Revolving Commitments then in effect (without regard to any termination thereof) plus the outstanding amount of the Term Loan or (y) the amount of any reduction in the Aggregate Revolving Commitments, as applicable, if such prepayment the Termination Date or repayment occurs reduction shall occur at any time on or after before the expiration of the No Call Period and prior to the eighteenth (18th) month first anniversary of the Effective Closing Date, six ; and (ii) one and one-half percent (61.50%) of (x) the Aggregate Revolving Commitments then in effect (without regard to any termination thereof) plus the outstanding principal amount of the Loans prepaid Term Loan or repaid (y) the amount of any reduction in the Aggregate Revolving Commitments, as applicable, if the Termination Date or reduction shall occur at such time, (ii) if such prepayment or repayment occurs on or any time after the eighteenth (18th) month first anniversary of the Effective Date and prior to the thirtieth (30th) month anniversary of the Effective Closing Date, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time and (iii) if such prepayment or repayment occurs on or after the thirtieth (30th) month anniversary of the Effective Date and prior to the forty-second (42nd) month anniversary of the Effective Date, one percent (1%) of the outstanding principal amount of the Loans prepaid or repaid at such time; provided, that if such prepayment occurs on or after the forty-second (42nd) month anniversary of the Effective Date, no Early Termination Fee shall be due and payable. All The parties to this Agreement hereto agree and acknowledge that the Lenders will have suffered damages on account of the prepayment early termination of this Agreement or any portion of the Loans during such timeframe set forth in this Section 2.08(b) Aggregate Revolving Commitments and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof.

Early Termination Fee. (i) In the event that that, at any time on or prior to the Borrower prepays or repays all or part third anniversary of the Loans pursuant to Section 2.04 Closing Date, either (unless such prepayment x) the Borrowers prepay, or repayment is the Permitted Par Prepayment or are required to be made (and not otherwise waived by prepay, the Required Lenders) pursuant to Section 2.04(b)Term Loan in whole or in part, 2.04(c)including, 2.04(d) or 2.06(a)) or without limitation, as a result of an acceleration of the Loans pursuant to Section 8.02Obligations after the occurrence of an Event of Default or as a result of any refinancing of the Obligations, then or (y) all or any portion of the Borrower Delayed Draw Term Loan Commitments are reduced or terminated (other than (A) any reduction or termination thereof resulting from a Delayed Draw Term Loan Borrowing or (B) any expiration thereof), including, without limitation, as a result of a termination of the Delayed Draw Term Loan Commitments after the occurrence of an Event of Default or as a result of any refinancing of the Obligations (such prepayment or required prepayment, or commitment reduction or termination, as the case may be, an “Early Termination Fee Event”), then, on the date of such Early Termination Fee Event, the Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, a an early termination fee (the “Early Termination Fee”) to the Term Agent, for the ratable benefit of the applicable Term Lenders, in an amount equal to (iA) if such prepayment or repayment occurs at any time on or after the expiration of the No Call Period and prior to the eighteenth (18th) month first anniversary of the Effective Closing Date, six the greater of (1) three percent (63.00%) of the outstanding principal amount of the Loans Term Loan so prepaid or repaid at such timerequired to be prepaid, or the amount of the Delayed Draw Term Loan Commitments so reduced or terminated, as the case may be, and (2) the Make-Whole Amount, (iiB) if such prepayment or repayment occurs on or at any time after the eighteenth (18th) month first anniversary of the Effective Closing Date and but on or prior to the thirtieth (30th) month second anniversary of the Effective Closing Date, three two percent (32.00%) of the outstanding principal amount of the Loans Term Loan so prepaid or repaid required to be prepaid, or the amount of the Delayed Draw Term Loan Commitments so reduced or terminated, as the case may be, or (C) at such any time and (iii) if such prepayment or repayment occurs on or after the thirtieth (30th) month second anniversary of the Effective Closing Date and but on or prior to the forty-second (42nd) month third anniversary of the Effective Closing Date, one percent (11.00%) of the outstanding principal amount of the Loans Term Loan so prepaid or repaid at such time; providedrequired to be prepaid, that if such prepayment occurs on or after the forty-second (42nd) month anniversary of the Effective Date, no Early Termination Fee shall be due and payable. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the prepayment of the Loans during such timeframe set forth in this Section 2.08(b) and that, in view of the difficulty in ascertaining the amount of such damagesthe Delayed Draw Term Loan Commitments so reduced or terminated, as the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereofcase may be.

Early Termination Fee. In the event that the Borrower prepays Termination Date occurs, for any reason, on or repays all or part prior to the second anniversary of the Loans pursuant Third Amendment Effective Date, or in the event that the Borrowers reduce (but do not terminate) the Aggregate Commitments by an amount in excess of $5,000,000 on or prior to Section 2.04 (unless such prepayment or repayment is the Permitted Par Prepayment or required to be made (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b), 2.04(c), 2.04(d) or 2.06(a)) or as a result of an acceleration second anniversary of the Loans pursuant to Section 8.02Third Amendment Effective Date, then the Borrower Borrowers shall pay to the Administrative Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”) in respect of amounts which are or become payable by reason thereof equal to the following: (i) one percent (1.00%) of (x) in the case of the occurrence of the Termination Date, the Aggregate Commitments then in effect (without regard to any termination thereof) or (y) in the case of a reduction of the Aggregate Commitments, the amount of such reduction in the Aggregate Commitments, as applicable, if such prepayment the Termination Date or repayment occurs reduction shall occur at any time on or after the expiration of the No Call Period and prior to the eighteenth (18th) month first anniversary of the Third Amendment Effective Date, six ; and (ii) one-half of one percent (60.50%) of (x) in the outstanding principal case of the occurrence of the Termination Date, the Aggregate Commitments then in effect (without regard to any termination thereof) or (y) in the case of a reduction of the Aggregate Commitments, the amount of such reduction in the Loans prepaid Aggregate Commitments, as applicable, if the Termination Date or repaid reduction shall occur at such time, (ii) if such prepayment or repayment occurs on or any time after the eighteenth (18th) month first anniversary of the Third Amendment Effective Date and but on or prior to the thirtieth (30th) month second anniversary of the Third Amendment Effective Date, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time and (iii) if such prepayment or repayment occurs on or after the thirtieth (30th) month anniversary of the Effective Date and prior to the forty-second (42nd) month anniversary of the Effective Date, one percent (1%) of the outstanding principal amount of the Loans prepaid or repaid at such time; provided, that if such prepayment occurs on or after the forty-second (42nd) month anniversary of the Effective Date, no Early Termination Fee shall be due and payable. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the prepayment early termination of this Agreement or any portion of the Loans during such timeframe set forth in this Section 2.08(b) Commitments and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof.

Early Termination Fee. In the event that the Borrower prepays or repays all or part of the Loans pursuant to Section 2.04 (unless such prepayment or repayment is the Permitted Par Prepayment or required to be made (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b), 2.04(c), or 2.04(d) or 2.06(a)) or as a result of an acceleration of the Loans pursuant to Section 8.02, then the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”) equal to (i) if such prepayment or repayment occurs on or after is a Permitted No-Call Prepayment of the expiration of type described in in Section 2.04(a)(i) and is made during the No Call Period and prior to the eighteenth (18th) month anniversary of the Effective DatePeriod, six one percent (61%) of the outstanding principal amount of the Loans prepaid or repaid at such time, (ii) if such prepayment or repayment is a Permitted No-Call Prepayment of the type described in Section 2.04(a)(ii) and is made during the No Call Period, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time, or (iii) for any other prepayment or repayment, (A) if such prepayment or repayment occurs on or after the eighteenth (18th) month anniversary of the Effective Date and prior to the thirtieth (30th) month anniversary of the Effective Date, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time and (iiiB) if such prepayment or repayment occurs on or after the thirtieth (30th) month anniversary of the Effective Date and prior to the forty-second (42nd) month anniversary of the Effective Date, one percent (1%) percent of the outstanding principal amount of the Loans prepaid or repaid at such time; provided, that if such prepayment occurs on or after the forty-second (42nd) month anniversary of the Effective Date, no Early Termination Fee shall be due and payable. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the prepayment of the Loans during such timeframe set forth in this Section 2.08(b) and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof.

Early Termination Fee. In the event that (x) the Borrower prepays or repays all or part Borrowers prepay any portion of the Loans Term Loan or Delayed Draw Term Loan pursuant to Sections 2.06(a) or (d) hereof, or (y) the Borrowers terminate or reduce the Revolving Commitments pursuant to Section 2.04 2.01(b), Section 2.06(a) or Section 2.07(a) hereof, or (unless such prepayment or repayment is z) the Permitted Par Prepayment or required to be made Termination Date occurs for any reason (and not otherwise waived by the Required Lenders) except pursuant to Section 2.04(bclause (i) thereof), 2.04(c), 2.04(d) or 2.06(a)) or as a result of an including the acceleration of the Loans pursuant to Section 8.02Obligations, then on the Borrower date of any such prepayment, acceleration, termination or reduction, the Borrowers shall pay to the Agent, for the ratable benefit of the applicable Lenders, a fee (the “Early Termination Fee”) equal to the following: (i) the greater of (A) the difference between (1) the maximum total interest which would be earned on the Obligations (or portion thereof prepaid or due) through and including the date of such prepayment, acceleration, termination or reduction (assuming no Revolving Loans have been drawn if no such Loans are outstanding on the prepayment date and if Revolving Loans have been drawn, assuming the amount outstanding on the date of prepayment had remained outstanding through such anniversary), and (2) the total interest actually paid by the Borrowers to the Lenders on the Obligations (or portion thereof prepaid) prior to the date of date of such prepayment, acceleration, termination or reduction or due date of such Obligations (or portion thereof prepaid or due) and (B) an amount equal to the following percentages of the Loans being prepaid (or required to be prepaid) and Commitments being reduced or terminated on such date (1) 4.5% if such prepayment prepayment, acceleration, termination or repayment occurs reduction shall occur at any time after the First Amendment Effective Date but on or prior to July 31, 2014, (2) 4.0% if such prepayment, acceleration, termination or reduction shall occur at any time after July 31, 2014 but on or prior to August 31, 2014, (3) 3.5% if such prepayment, acceleration, termination or reduction shall occur at any time after August 31, 2014 but on or prior to September 30, 2014, and (4) 3.0% if such prepayment, acceleration, termination or reduction shall occur at any time after September 30, 2014 but prior to the first anniversary of the Closing Date; (ii) two percent (2%) of the sum of the Loans being prepaid (or required to be prepaid) and Commitments being reduced or terminated on such date if such prepayment, acceleration, termination or reduction shall occur on or after the expiration first anniversary of the No Call Period and Closing Date but prior to the eighteenth (18th) month second anniversary of the Effective Closing Date, six percent (6%) of the outstanding principal amount of the Loans prepaid or repaid at such time, (ii) if such prepayment or repayment occurs on or after the eighteenth (18th) month anniversary of the Effective Date and prior to the thirtieth (30th) month anniversary of the Effective Date, three percent (3%) of the outstanding principal amount of the Loans prepaid or repaid at such time ; and (iii) if such prepayment or repayment occurs on or after the thirtieth (30th) month anniversary of the Effective Date and prior to the forty-second (42nd) month anniversary of the Effective Date, one percent (1%) of the outstanding principal amount of the Loans prepaid or repaid at such time; provided, that if such prepayment occurs on or after the forty-second (42nd) month anniversary of the Effective Date, no Early Termination Fee shall be due and payable0% thereafter. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the early prepayment of the Loans during such timeframe set forth in Loans, early termination of this Section 2.08(b) Agreement or any portion of the Commitments and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof.

Early Termination Fee. In the event that prior to the Borrower prepays fourth anniversary of the Third Amendment Effective Date, whether before or repays after an Event of Default or acceleration of the Obligations, the Borrowers prepay or are otherwise required to prepay all or any part of the Loans pursuant to Section 2.04 (unless such prepayment or repayment is Term Loan for any reason, the Permitted Par Prepayment or required to be made (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b), 2.04(c), 2.04(d) or 2.06(a)) or as a result of an acceleration of the Loans pursuant to Section 8.02, then the Borrower Borrowers shall pay to the Administrative Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”) in respect of amounts which are prepaid or are or become payable by reason thereof equal to (ia) if such prepayment or repayment occurs on or after the expiration of the No Call Period and prior to the eighteenth (18th) month first anniversary of the Third Amendment Effective Date, six four percent (64.0%) of the outstanding principal amount of the Loans prepaid or repaid at such timeamounts so prepaid, (iib) if such prepayment or repayment occurs on or after the eighteenth (18th) month first anniversary of the Third Amendment Effective Date and on or prior to the thirtieth (30th) month second anniversary of the Third Amendment Effective Date, three two percent (32.0%) of the outstanding principal amount of the Loans amounts so prepaid or repaid at such time and (iiiC) if such prepayment or repayment occurs on or after the thirtieth (30th) month second anniversary of the Third Amendment Effective Date and on or prior to the forty-second (42nd) month third anniversary of the Third Amendment Effective Date, one percent (11.0%) of the outstanding principal amount of the Loans prepaid or repaid at such time; providedamounts so prepaid. For greater certainty, that if any such prepayment occurs on or after the forty-second (42nd) month third anniversary of the Third Amendment Effective Date, no Early Termination Fee or other fee arising solely on account of prepayment of the Term Loan shall be due and payable. All parties to this Agreement agree and acknowledge that (i) the Lenders will have suffered damages on account of the early prepayment of the Loans during such timeframe set forth in this Section 2.08(b) Term Loans, whether before or after an Event of Default or acceleration of the Obligations, and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereofthereof and (ii) the Early Termination Fee constitutes neither a penalty for such prepayment nor unaccrued interest on any Term Loan.

Early Termination Fee. In the event that the Borrower prepays or repays all or part of the Loans pursuant to Section 2.04 (unless such prepayment or repayment is the Permitted Par Prepayment or required to be made (and not otherwise waived by the Required Lenders) pursuant to Section 2.04(b), 2.04(c), 2.04(d) (in each case, regardless of whether any prepayment or repayment is required to be made pursuant to Section 2.04 of the BoA Credit Agreement (as in effect on the Third Amendment Effective Date) at such time from the applicable proceeds) or 2.06(a)) or as a result of an acceleration of the Loans pursuant to Section 8.02, then the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”) equal to (i) if such prepayment or repayment occurs on or after the expiration of the No Call Period Third Amendment Effective Date and prior to the eighteenth twelfth (18th12th) month anniversary of the Third Amendment Effective Date, six three percent (63%) of the outstanding principal amount of the Loans prepaid or repaid at such time, (ii) if such prepayment or repayment occurs on or after the eighteenth twelfth (18th12th) month anniversary of the Third Amendment Effective Date and prior to the thirtieth twenty-fourth (30th24th) month anniversary of the Third Amendment Effective Date, three two percent (32%) of the outstanding principal amount of the Loans prepaid or repaid at such time and or (iii) if such prepayment or repayment occurs on or after the thirtieth twenty-fourth (30th24th) month anniversary of the Third Amendment Effective Date and prior to the fortythirty-second sixth (42nd36th) month anniversary of the Third Amendment Effective Date, one percent (1%) of the outstanding principal amount of the Loans prepaid or repaid at such time; provided, that if such prepayment or repayment occurs on or after the fortythirty-second sixth (42nd36th) month anniversary of the Third Amendment Effective Date, no Early Termination Fee shall be due and payable; provided further, that if such prepayment or repayment is made in connection with or immediately following a Change of Control or Transformative Acquisition, the Early Termination Fee shall instead be (i) if such prepayment or repayment occurs on or after the Third Amendment Effective Date and prior to the twelfth (12th) month anniversary of the Third Amendment Effective Date, two percent (2%) of the outstanding principal amount of the Loans prepaid or repaid at such time, (ii) if such prepayment or repayment occurs on or after the twelfth (12th) month anniversary of the Third Amendment Effective Date and prior to the twenty-fourth (24th) month anniversary of the Third Amendment Effective Date, one percent (1%) of the outstanding principal amount of the Loans prepaid or repaid at such time or (iii) if such prepayment or repayment occurs on or after the twenty-fourth (24th) month anniversary of the Third Amendment Effective Date, no Early Termination Fee shall be due and payable. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the prepayment of the Loans during such timeframe set forth in this Section 2.08(b) and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof.”