Common use of Prepayment Fees Clause in Contracts

Prepayment Fees. The Borrower agrees to pay to each Lender that has Series A Incremental Term Loans (each, a “Series A Incremental Term Loan Lender” and, collectively, the “Series A Incremental Term Loan Lenders”) the following prepayment fees, if any: If on or before the date that is six months after the Second Amendment Effective Date, there occurs any (i) prepayment or repayment of Series A Incremental Term Loans with the proceeds of, or any conversion of such Series A Incremental Term Loans into, any new debt financing or any replacement debt financing, in either case, bearing interest at an “effective” interest rate less than the “effective” interest rate applicable to the Series A Incremental Term Loans (as such comparative rates are determined by the Administrative Agent) or (ii) amendment to the terms of the Series A Incremental Term Loans that, directly or indirectly, reduces the “effective” interest rate applicable to the Series A Incremental Term Loans (in each case, with original issue discount and upfront fees, which shall be deemed to constitute like amounts of original issue discount, being equated to interest margins in a manner consistent with generally accepted financial practice based on an assumed four-year life to maturity) (any such transaction or event described in (i) or (ii) above, a “Repricing Event”), then, simultaneously with the consummation of such Repricing Event, the Borrower shall pay to each Series A Incremental Term Loan Lender that refuses to consent to such amendment (which shall include each Series A Incremental Term Loan Lender that refuses to consent to an amendment if such Series A Incremental Term Loan Lender is required to make a mandatory assignment pursuant to Section 10.13 of the Credit Agreement in connection therewith) a fee (the “Repricing Fee”) in an amount equal to 1.00% of the aggregate principal amount of the Series A Incremental Term Loans so repriced or refinanced in such Repricing Event (such Repricing Fee to be allocated among the Series A Incremental Term Loan Lenders pro rata in accordance with the aggregate amount of Series A Incremental Term Loans of each such Series A Incremental Term Loan Lender so repriced or refinanced).

Prepayment Fees. The Borrower agrees With each prepayment of the IDB Invest Loan pursuant to pay to each Lender that has Series A Incremental Term Loans Section 2.4.1 (eachVoluntary Prepayments), a “Series A Incremental Term Loan Lender” and, collectivelySection 2.4.2 (Mandatory Prepayments) or otherwise, the “Series A Incremental Term Borrower shall concurrently pay a prepayment fee in Dollars which, when added to the principal amount being prepaid plus all previous installments of principal prepaid or repaid plus all payments of interest, Additional Interest and fees paid to IDB Invest in respect of such principal amounts (or deemed allocated to such principal amounts in accordance with the last sentence of this Section 2.4.3(i)), would yield an amount equal to: (a) a twenty-two percent (22%) IRR on the IDB Invest Loan Lenders”) (or, in the following prepayment feescase of a partial prepayment, the amount of principal amount being prepaid plus all previous installments of principal prepaid or repaid), if any: If such prepayment is made on or after the first (1st) anniversary of the Effective Date and prior to the fourth (4th) anniversary of the Effective Date; (b) a twenty-one percent (21%) IRR on the IDB Invest Loan (or, in the case of a partial prepayment, the amount of principal amount being prepaid plus all previous installments of principal prepaid or repaid), if such prepayment is made on or after the fourth (4th) anniversary of the Effective Date and prior to the fifth (5th) anniversary of the Effective Date; or (c) a twenty percent (20%) IRR on the IDB Invest Loan (or, in the case of a partial prepayment, the amount of principal amount being prepaid plus all previous installments of principal prepaid or repaid), if such prepayment is made on or after the fifth (5th) anniversary of the Effective Date; provided, that if a Mandatory Prepayment Event occurs before the date that is six months after third (3rd) anniversary of the Second Amendment Effective Date, there occurs any the prepayment fee shall instead be an amount which would yield a twenty-two percent (i22%) prepayment or repayment IRR assuming a three (3)-year time period; provided further, that in the case of Series A Incremental Term Loans a Mandatory Prepayment Event under Section 2.4.2(i) where (1) the Borrower requested IDB Invest’s consent to carry out a Change of Control in connection with the proceeds oflisting of its or its parent company’s Share Capital on a U.S. securities exchange registered with the U.S. Securities and Exchange Commission, or any conversion of (2) the Borrower provided to IDB Invest all relevant information reasonably requested by it, and (3) IDB Invest rejected such Series A Incremental Term Loans into, any new debt financing or any replacement debt financing, consent request in either case, bearing interest at an “effective” interest rate less than the “effective” interest rate applicable to the Series A Incremental Term Loans (as such comparative rates are determined by the Administrative Agent) or (ii) amendment to the terms respect of the Series A Incremental Term Loans thatproposed Change of Control, directly or indirectlysuch prepayment fee shall instead be an amount which would yield a sixteen percent (16%) IRR assuming a three (3)-year time period. CONFIDENTIAL For the avoidance of doubt, reduces the “effective” interest rate applicable prepayment fee under this Section 2.4.3(i) shall not apply to a prepayment made pursuant to Section 2.11 (Illegality). For purposes of any IRR calculation for any prepayment fee in the Series A Incremental Term Loans case of a partial prepayment of the IDB Invest Loan: (in each case, with original issue discount x) all amounts of Additional Interest and upfront fees, which fees previously paid to IDB Invest hereunder shall be deemed to constitute like amounts have been allocated to the principal amount prepaid and all previous installments of original issue discountprincipal prepaid or repaid pro rata, being equated to interest margins in a manner consistent with generally accepted financial practice based on an assumed four-year life to maturity) (any such transaction or event described in (i) or (ii) above, a “Repricing Event”), then, simultaneously with the consummation of such Repricing Event, the Borrower shall pay to each Series A Incremental Term Loan Lender that refuses to consent to such amendment (which shall include each Series A Incremental Term Loan Lender that refuses to consent to an amendment if such Series A Incremental Term Loan Lender is required to make a mandatory assignment pursuant to Section 10.13 basis of the Credit Agreement in connection therewith) a fee (the “Repricing Fee”) in an amount equal to 1.00% percentage of the aggregate principal amount of the Series A Incremental Term Loans so repriced IDB Invest Loan represented by the relevant prepayment and all previous installments of principal prepaid or refinanced in such Repricing Event repaid; and (such Repricing Fee y) the amount prepaid shall be deemed to be allocated among comprised of the Series A Incremental Term earliest Disbursement(s) of the IDB Invest Loan Lenders pro rata in accordance with the aggregate amount of Series A Incremental Term Loans of each such Series A Incremental Term Loan Lender so repriced or refinanced)made hereunder.

Prepayment Fees. The Borrower agrees (a) Aggregate Revolving Loan Commitment. If, prior to pay to each Lender that has Series A Incremental Term Loans (eachMay 25, a “Series A Incremental Term Loan Lender” and, collectively2005, the “Series A Incremental Term Borrower voluntarily reduces the Aggregate Revolving Loan Lenders”) the following prepayment fees, if any: If on or before the date that is six months after the Second Amendment Effective Date, there occurs any (i) prepayment or repayment of Series A Incremental Term Loans with the proceeds of, or any conversion of such Series A Incremental Term Loans into, any new debt financing or any replacement debt financing, in either case, bearing interest at an “effective” interest rate less Commitment by more than the “effective” interest rate applicable to the Series A Incremental Term Loans (as such comparative rates are determined by the Administrative Agent) or (ii) amendment to the terms of the Series A Incremental Term Loans that, directly or indirectly, reduces the “effective” interest rate applicable to the Series A Incremental Term Loans ($100,000,000 permitted in each case, with original issue discount and upfront fees, which shall be deemed to constitute like amounts of original issue discount, being equated to interest margins in a manner consistent with generally accepted financial practice based on an assumed four-year life to maturity) Section 2.4.3 (any such transaction or event described in (i) or (ii) abovereduction, a “Repricing "Revolver Prepayment Event”"), then, simultaneously with the consummation of such Repricing Event, then the Borrower shall pay to each Series A Incremental Term the Agent for the benefit of the Lenders with Revolving Loan Lender that refuses Commitments in immediately available funds a prepayment fee on the date of such Revolver Prepayment Event equal to consent the Aggregate Revolving Loan Commitment in effect immediately prior to such amendment (which reduction times 0.25%. Notwithstanding the foregoing, the Borrower shall include each Series A Incremental Term Loan Lender that refuses not be required to consent to an amendment pay any prepayment fee upon the occurrence of a Revolver Prepayment Event if such Series A Incremental Term Loan Lender is required to make Revolver Prepayment Event occurs contemporaneously with a mandatory assignment pursuant to Section 10.13 of the Credit Agreement in connection therewith) a fee (the “Repricing Fee”) in an amount equal to 1.00% refinancing of the aggregate principal outstanding Obligations pursuant to a bank credit facility provided or arranged by Bank One or an Affiliate thereof. (b) If, prior to May 25, 2005, the Borrower causes the voluntary reduction of the Aggregate Pre-Funded Letter of Credit Commitment to any amount below $100,000,000 (any such reduction, a "Pre-Funded Letter of Credit Early Reduction Event"), then the Borrower shall pay to the Agent for the benefit of the Pre-Funded Lenders in immediately available funds a prepayment fee on the date of such Pre-Funded Letter of Credit Early Reduction Event equal to the amount of such reduction times 0.25%; provided, however, that no such reduction shall occur if such reduction would result in (i) the Series A Incremental Term Loans so repriced Aggregate Outstanding Credit Exposure exceeding the Borrowing Base or refinanced in such Repricing Event (such Repricing Fee to be allocated among ii) the Series A Incremental Term Aggregate Outstanding Credit Exposure exceeding the Aggregate Revolving Loan Lenders pro rata in accordance with Commitment plus the aggregate amount Aggregate Pre-Funded Letter of Series A Incremental Term Loans of each such Series A Incremental Term Loan Lender so repriced or refinanced)Credit Commitment.

Prepayment Fees. The (a) If any Borrower agrees prepays all or any part of the Term A Facility or the Term B Facility prior to pay to each Lender that has Series the second anniversary of the date of this agreement as a result of a refinancing of the Term A Incremental Facility and/or the Term Loans (eachB Facility, a “Series prepayment fee of 1.00 per cent. of the amount prepaid shall be paid by such Borrower to the Facility Agent for the account of the Lenders at the time of such prepayment. (b) If any Borrower prepays all or any part of the Term A Incremental Facility or the Term Loan Lender” andB Facility prior to the first anniversary of the date of this agreement as a result of a Sale, collectivelyListing or Change of Control, a prepayment fee of 1.00 per cent. of the “Series A Incremental amount prepaid shall be paid by such Borrower to the Facility Agent for the account of the Lenders at the time of such prepayment. (c) If any Borrower prepays all or any part of the Term Loan Lenders”C Facility prior to the third anniversary of the date of this agreement, a prepayment fee of the percentage set out in column (2) of the following table below of the amount to be prepaid corresponding to the time of such prepayment fees, if any: If on set out in column (1) of the table below shall be paid by such Borrower to the Facility Agent for the account of the Lenders at the time of such prepayment. PERIOD FROM DATE OF THIS AGREEMENT PREPAYMENT FEE (%) On or before 1 year 3.00 On or before 2 years 2.00 On or before 3 years 1.00 (d) For the date that is six months after the Second Amendment Effective Date, there occurs any (i) avoidance of doubt no prepayment or repayment fee will be payable as a result of Series A Incremental Term Loans with the proceeds of, or any conversion of such Series A Incremental Term Loans into, any new debt financing or any replacement debt financing, in either case, bearing interest at an “effective” interest rate less than the “effective” interest rate applicable to the Series A Incremental Term Loans (as such comparative rates are determined by the Administrative Agent) or (ii) amendment to the terms of the Series A Incremental Term Loans that, directly or indirectly, reduces the “effective” interest rate applicable to the Series A Incremental Term Loans (in each case, with original issue discount and upfront fees, which shall be deemed to constitute like amounts of original issue discount, being equated to interest margins in a manner consistent with generally accepted financial practice based on an assumed four-year life to maturity) (any such transaction or event described in (i) or (ii) above, a “Repricing Event”), then, simultaneously with the consummation of such Repricing Event, the Borrower shall pay to each Series A Incremental Term Loan Lender that refuses to consent to such amendment (which shall include each Series A Incremental Term Loan Lender that refuses to consent to an amendment if such Series A Incremental Term Loan Lender is required to make a mandatory assignment pursuant to Section 10.13 of the Credit Agreement in connection therewith) a fee (the “Repricing Fee”) in an amount equal to 1.00% of the aggregate principal amount of the Series A Incremental Term Loans so repriced or refinanced in such Repricing Event (such Repricing Fee to be allocated among the Series A Incremental Term Loan Lenders pro rata prepayment in accordance with the aggregate amount of Series A Incremental Term Loans of each such Series A Incremental Term Loan Lender so repriced clause 12.6 (Excess Cashflow) or refinancedclause 20.3(a)(viii).

Prepayment Fees. The Borrower agrees (a) Subject to pay paragraphs (b) and (c) below, if all or part of any Loans under the Relevant Additional Facility (as defined below) is voluntarily prepaid pursuant to Clause 8.3 (Voluntary prepayment) or mandatorily prepaid in connection with a Change of Control (each Lender that has Series A Incremental Term Loans (eachsuch prepaid Loan, a “Series A Incremental Term Loan Lender” and, collectively"Relevant Loan"): (i) on or after the Utilisation Date for the first Utilisation under the Additional Facility established on 18 December 2023 (the "Additional Facility Utilisation Date" and the Additional Facility established thereunder being, the “Series A Incremental Term Loan Lenders”"Relevant Additional Facility") but prior to (and excluding) the following date falling 12 Months after the Additional Facility Utilisation Date (the First Call Date), then the Company shall pay (or procure the payment of) a prepayment feesfee equal to the Make Whole Premium on the amounts of the Relevant Loan; (ii) on or after the First Call Date but prior to (and excluding) the date falling 24 Months after the Additional Facility Utilisation Date, if any: If then the Company shall pay (or procure the payment of) a prepayment fee equal to one per cent. (1.00%) of the principal amount so prepaid of such Relevant Loan; or (iii) on and from the date falling 24 Months after the Additional Facility Utilisation Date, then no prepayment fee shall be payable pursuant to this Clause 14.5. (b) Any prepayment fee payable pursuant to paragraphs (a)(i) to (a)(ii) above shall be paid: (i) to the Agent on or before the date that is six months after the Second Amendment Effective applicable Prepayment Date, there occurs any (i) prepayment or repayment of Series A Incremental Term Loans with the proceeds of, or any conversion of such Series A Incremental Term Loans into, any new debt financing or any replacement debt financing, in either case, bearing interest at an “effective” interest rate less than the “effective” interest rate applicable to the Series A Incremental Term Loans (as such comparative rates are determined by the Administrative Agent) or ; (ii) amendment to for the terms account of the Series A Incremental Term Loans that, directly or indirectly, reduces Lenders under the “effective” interest rate Relevant Loan pro rata to their participation in the applicable Relevant Loan subject to such prepayment on the Series A Incremental Term Loans applicable Prepayment Date; and (iii) in each case, with original issue discount and upfront fees, the currency in which shall be deemed to constitute like amounts of original issue discount, being equated to interest margins in a manner consistent with generally accepted financial practice based on an assumed four-year life to maturitythe applicable Relevant Loan is denominated. (c) Notwithstanding paragraph (any such transaction or event described in (i) or (iia) above, a “Repricing Event”no prepayment fee shall be payable pursuant to paragraphs (a)(i) to (a)(ii) above in respect of prepayments of any Relevant Loan made from Excess Cash Flow (an "Excess Cashflow Exception"), then, simultaneously with the consummation of such Repricing Event, the Borrower shall pay to each Series A Incremental Term Loan Lender provided that refuses to consent to such amendment (which shall include each Series A Incremental Term Loan Lender that refuses to consent to an amendment if such Series A Incremental Term Loan Lender is required to make a mandatory assignment pursuant to Section 10.13 of the Credit Agreement in connection therewith) a fee (the “Repricing Fee”) in an amount equal to 1.00% of the aggregate principal amount of the Series A Incremental Term Loans so repriced or refinanced in such Repricing Event (such Repricing Fee to be allocated among the Series A Incremental Term Loan Lenders pro rata in accordance with the aggregate amount over the life of Series A Incremental Term Loans the Facilities of each all Excess Cashflow Exceptions does not exceed (or will not as a result of such Series A Incremental Term Loan Lender so repriced or refinanced)prepayment, exceed) the Maximum Aggregate ECF Exception Amount. (d) For the purpose of this Clause 14.5:

Prepayment Fees. The Borrower agrees to pay to each Incremental Term Loan Lender that has Series A Incremental Term Loans (each, a “Series A Incremental Term Loan Lender” and, collectively, the “Series A Incremental Term Loan Lenders”) the following prepayment fees, if any: If on or before the date that is six months after the Second Amendment Joinder Agreement No. 1 Effective Date, there occurs any (i) prepayment or repayment of Series A Incremental Term Loans with the proceeds of, or any conversion of such Series A Incremental Term Loans into, any new debt financing or any replacement debt financing, in either case, bearing interest at an “effective” interest rate less than the “effective” interest rate applicable to the Series A Incremental Term Loans (as such comparative rates are determined by the Administrative Agent) or (ii) amendment to the terms of the Series A Incremental Term Loans that, directly or indirectly, reduces the “effective” interest rate applicable to the Series A Incremental Term Loans (in each case, with original issue discount and upfront fees, which shall be deemed to constitute like amounts of original issue discount, being equated to interest margins in a manner consistent with generally accepted financial practice based on an assumed four-year life to maturity) (any such transaction or event described in (i) or (ii) above, a “Repricing Event”), then, simultaneously with the consummation of such Repricing Event, the Borrower shall pay to each Series A Incremental Term Loan Lender that refuses to consent to such amendment (which shall include each Series A Incremental Term Loan Lender that refuses to consent to an amendment if such Series A Incremental Term Loan Lender is required to make a mandatory assignment pursuant to Section 10.13 of the Credit Agreement in connection therewith) a fee (the “Repricing Fee”) in an amount equal to 1.00% of the aggregate principal amount of the Series A Incremental Term Loans so repriced or refinanced in such Repricing Event (such Repricing Fee to be allocated among the Series A Incremental Term Loan Lenders pro rata in accordance with the aggregate amount of Series A Incremental Term Loans of each such Series A Incremental Term Loan Lender so repriced or refinanced).

Prepayment Fees. The If Borrower agrees to shall pay to each Lender that has Series A Incremental or prepay all or any portion of the Term Loans (each, a “Series A Incremental Term Loan Lender” and, collectively, pursuant to Section 6.2.1 prior to the “Series A Incremental Term Loan Lenders”) second anniversary of the following prepayment fees, if any: If on or before the date that is six months after the Second Amendment Effective Closing Date, there occurs any whether by voluntary prepayment by Borrower, by reason of a mandatory prepayment pursuant to Section 6.2.2 (iexcluding Section 6.2.2(a)(iv), (v) prepayment and (vi)), by reason of the occurrence of an Event of Default or repayment the acceleration of Series A Incremental the Term Loans with the proceeds of, and whether before or any conversion of such Series A Incremental Term Loans into, any new debt financing or any replacement debt financing, in either case, bearing interest at an “effective” interest rate less than the “effective” interest rate applicable to the Series A Incremental Term Loans (as such comparative rates are determined by the Administrative Agent) or (ii) amendment to the terms after acceleration of the Series A Incremental Term Loans thatObligations, directly or indirectly, reduces the “effective” interest rate applicable to the Series A Incremental Term Loans (in each case, with original issue discount and upfront fees, which shall be deemed to constitute like amounts of original issue discount, being equated to interest margins in a manner consistent with generally accepted financial practice based on an assumed four-year life to maturity) (any such transaction or event described in (i) or (ii) above, a “Repricing Event”), then, simultaneously with the consummation of such Repricing Event, the Borrower shall pay to each Series A Incremental Term Loan Lender that refuses to consent to such amendment (which shall include each Series A Incremental Term Loan Lender that refuses to consent to an amendment if such Series A Incremental Term Loan Lender is required Administrative Agent, for the benefit of Lenders as liquidated damages and compensation for the costs of being prepared to make a mandatory assignment pursuant to Section 10.13 of the Credit Agreement in connection therewith) funds available hereunder a fee (the “Repricing Prepayment Fee”) in an amount equal to 1.00% of the aggregate Applicable Percentage (as defined below) multiplied by the principal amount of the Series A Incremental Term Loans so repriced prepaid or refinanced paid after acceleration. As used herein, the term “Applicable Percentage” shall mean (x) two percent (2%), in the case of a prepayment on or prior to the first anniversary of the Closing Date; and (y) one percent (1%), in the case of a prepayment after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date. The Loan Parties agree that the Applicable Percentages are a reasonable calculation of Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early termination of the Term Loans. Notwithstanding the foregoing, in the event Borrower consummates an acquisition or investment involving a Target for cash consideration in excess of the greater of (i) 75% of the enterprise value of the Loan Parties as of the Closing Date and (ii) 75% of the enterprise value of the Loan Parties as of the date of such acquisition or investment prior to the first anniversary of the Closing Date, Borrower shall have the right to prepay the Term Loans (x) subject to an early termination fee of one percent (1%) multiplied by the principal amount of the Term Loans prepaid or paid after acceleration if Borrower has offered Agent and Lenders an opportunity to provide a new term loan facility for such acquisition or investment on terms not less favorable than the terms of this Agreement and Agent and Lenders shall have elected not to participate in such Repricing Event alternate financing and (such Repricing Fee to be allocated among y) without paying an early termination fee if the Series A Incremental Term Loan Agent and Lenders pro rata in accordance with provide the aggregate amount of Series A Incremental Term Loans of each such Series A Incremental Term Loan Lender so repriced or refinanced)alternate financing.

Prepayment Fees. (a) The Borrower agrees Revolving Loan may be repaid, in whole or part, at any time and from time to pay to each Lender that has Series A Incremental time without premium or penalty; PROVIDED, HOWEVER, upon prepayment in full of the Revolving Loan and the termination of the Revolving Loan facility hereunder, the full amount of the Term Loans (each, a “Series A Incremental Term Loan Lender” and, collectively, the “Series A Incremental Term Loan Lenders”) the following prepayment fees, if any: If on shall become due and payable without any further action taken or before the date that is six months after the Second Amendment Effective Date, there occurs any (i) prepayment or repayment of Series A Incremental Term Loans with the proceeds of, or any conversion of such Series A Incremental Term Loans into, any new debt financing or any replacement debt financing, in either case, bearing interest at an “effective” interest rate less than the “effective” interest rate applicable to the Series A Incremental Term Loans (as such comparative rates are determined notice given by the Administrative Agent) or (ii) amendment to Lenders hereunder and the terms of the Series A Incremental Term Loans that, directly or indirectly, reduces the “effective” interest rate applicable to the Series A Incremental Term Loans (in each case, with original issue discount and upfront fees, which shall be deemed to constitute like amounts of original issue discount, being equated to interest margins in a manner consistent with generally accepted financial practice based on an assumed four-year life to maturity) (any such transaction or event described in (i) or (ii) above, a “Repricing Event”), then, simultaneously with the consummation of such Repricing Event, the Borrower Borrowers shall pay to each Series A Incremental Term Loan Lender that refuses to consent to such amendment (which shall include each Series A Incremental Term Loan Lender that refuses to consent to an amendment if such Series A Incremental Term Loan Lender is required the Agent for the benefit of the Lenders, as liquidated damages and compensation for the costs of being prepared to make a mandatory assignment pursuant funds available to Section 10.13 of the Credit Borrowers under this Agreement in connection therewith) a fee (the “Repricing Fee”) in an amount equal to 1.00% the product of the aggregate applicable percentage set forth below multiplied by the Revolving Loan Facility then in effect: Period Percentage ------ ---------- During the first Loan Year 1.5% During the second Loan Year 1.0% During the third Loan Year .75% (b) Except for (i) mandatory prepayments in accordance with subsections 2.10, 2.24 and 7.6 hereof, (ii) a required prepayment upon acceleration of the Obligations by the Required Lenders where the Default or Event of Default giving rise to such acceleration could not reasonably have been cured or avoided by any Loan Party, and (iii) prepayments from the proceeds of a Qualified Public Offering occurring after February 16, 1998, all prepayments of the principal amount of the Series A Incremental Term Loans so repriced or refinanced in such Repricing Event (such Repricing Fee to be allocated among the Series A Incremental Term Loan Lenders pro rata Obligations shall be subject to a prepayment fee in accordance with the aggregate following sentence. If the Borrowers shall prepay the Term Loan Obligations prior to the end of the Term Loan Term and during the Revolving Loan Initial Term whether voluntarily or involuntarily and whether before or after acceleration of the Term Loan Obligations, the Borrowers shall pay to the Agent for the benefit of the Lenders as liquidated damages and compensation for the costs of being prepared to make funds available to the Borrowers under this Agreement an amount equal to the product of the applicable percentage set forth below multiplied by the principal amount of Series A Incremental Term the Loans of each such Series A Incremental Term so prepaid: Period Percentage ------ ---------- During the first Loan Lender so repriced or refinanced).Year 1.5% During the second Loan Year 1.0% During the third Loan Year .75%

Prepayment Fees. The Borrower agrees to pay to each Lender that has Series A Incremental Term Loans, including for the avoidance of doubt, each Lender that has Series A Incremental Term Loans that were funded on the Pending Acquisition Closing Date (each, a “Series A Incremental Term Loan Lender” and, collectively, the “Series A Incremental Term Loan Lenders”) the following prepayment fees, if any: If on or before the date that is six months after the Second Amendment Effective Increased Amount Date, there occurs any (i) prepayment or repayment of Series A Incremental Term Loans with the proceeds of, or any conversion of such Series A Incremental Term Loans into, any new debt financing or any replacement debt financing, in either case, bearing interest at an “effective” interest rate less than the “effective” interest rate applicable to the Series A Incremental Term Loans (as such comparative rates are determined by the Administrative Agent) or and (ii) any amendment to the terms of the Series A Incremental Term Loans Credit Agreement that, directly or indirectly, reduces the “effective” interest rate applicable to the Series A Incremental Term Loans (in each case, with original issue discount and upfront fees, which shall be deemed to constitute like amounts of original issue discount, being equated to interest margins in a manner consistent with generally accepted financial practice based on an assumed four-year life to maturity) (any such transaction or event described in (i) or (ii) above, a “Repricing Event”), then, simultaneously with the consummation of such Repricing Event, the Borrower shall pay to each Series A Incremental Term Loan Lender that refuses to consent to such amendment (which shall include each Series A Incremental Term Loan Lender that refuses to consent to an amendment if such Series A Incremental Term Loan Lender is required to make a mandatory assignment pursuant to Section 10.13 of the Credit Agreement in connection therewith) a fee (the “Repricing Fee”) in an amount equal to 1.00% of the aggregate principal amount of the Series A Incremental Term Loans so repriced or refinanced in such Repricing Event (such Repricing Fee to be allocated among the Series A Incremental Term Loan Lenders pro rata in accordance with the aggregate amount of Series A Incremental Term Loans of each such Series A Incremental Term Loan Lender so repriced or refinanced).

Prepayment Fees. The Borrower agrees to pay to each Incremental Term Loan Lender that has Series A Incremental Term Loans (each, a “Series A Incremental Term Loan Lender” and, collectively, the “Series A Incremental Term Loan Lenders”) the following prepayment fees, if any: If on or before the date that is six months after the Second Amendment Effective Increased Amount Date, there occurs any (i) prepayment or repayment of Series A Incremental Term Loans with the proceeds of, or any conversion of such Series A Incremental Term Loans into, any new debt financing or any replacement debt financing, in either case, bearing interest at an “effective” interest rate less than the “effective” interest rate applicable to the Series A Incremental Term Loans (as such comparative rates are determined by the Administrative Agent) or and (ii) any amendment to the terms of the Series A Incremental Term Loans Credit Agreement that, directly or indirectly, reduces the “effective” interest rate applicable to the Series A Incremental Term Loans (in each case, with original issue discount and upfront fees, which shall be deemed to constitute like amounts of original issue discount, being equated to interest margins in a manner consistent with generally accepted financial practice based on an assumed four-year life to maturity) (any such transaction or event described in (i) or (ii) above, a “Repricing Event”), then, simultaneously with the consummation of such Repricing Event, the Borrower shall pay to each Series A Incremental Term Loan Lender that refuses to consent to such amendment (which shall include each Series A Incremental Term Loan Lender that refuses to consent to an amendment if such Series A Incremental Term Loan Lender is required to make a mandatory assignment pursuant to Section 10.13 of the Credit Agreement in connection therewith) a fee (the “Repricing Fee”) in an amount equal to 1.00% of the aggregate principal amount of the Series A Incremental Term Loans so repriced or refinanced in such Repricing Event (such Repricing Fee to be allocated among the Series A Incremental Term Loan Lenders pro rata in accordance with the aggregate amount of Series A Incremental Term Loans of each such Series A Incremental Term Loan Lender so repriced or refinanced).