Common use of Call Protection Clause in Contracts

Call Protection. In the event that all or any portion of the Closing Date Term Loans are repaid, prepaid or accelerated for any reason, including as a result of any mandatory prepayments, voluntary prepayments, payments made following acceleration of the Loans or after an Event of Default (other than mandatory prepayments pursuant to Section 2.05(2)(a) or (c) or amortization payments pursuant to Section 2.07) the Borrower shall pay to the Administrative Agent, for the benefit of Lenders holding such Closing Date Term Loans as an inducement for making the Closing Date Term Loans (and not as a penalty) an amount equal to the Prepayment Premium, which Prepayment Premium shall be fully earned, and due and payable, on the date of such payment or prepayment, or on the date such payment or prepayment is required to be made, as applicable, and non-refundable when made; provided, that no Prepayment Premium shall be payable with respect to the first $50,000,000 of prepayments of Closing Date Term Loans that occur in connection with a Qualifying IPO. If the Loans are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the amount of principal of and premium on the Loans that becomes due and payable shall equal 100% of the principal amount of the Loans plus the Prepayment Premium in effect on the date of such acceleration or such other prior due date, as if such acceleration or other occurrence were a voluntary prepayment of the Loans accelerated or otherwise becoming due. Without limiting the generality of the foregoing, it is understood and agreed that if the Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to a voluntary prepayment of the Loans will also be due and payable on the date of such acceleration or such other prior due date as though the Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Lender as the result of the early prepayment and the Borrower agrees that it is reasonable under the circumstances currently existing. The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph.

Call Protection. In the event that all or any portion of the Closing Date Term principal of the Loans are repaidis (i) voluntarily prepaid under Section 2.1(c), (ii) prepaid or accelerated for any reason, including under Section 2.3(a) (other than as a result of any mandatory prepayments, voluntary prepayments, payments made following acceleration Disposition pursuant to clause (g) or (h) of the Loans definition of “Permitted Dispositions”), Section 2.3(b) (other than as a result of receipt of any Extraordinary Receipts under clause (a) or after (b) of the definition thereof) or Section 2.3(c), (iii) accelerated in accordance with Article XI (including, without limitation, automatic acceleration upon an Event of Default (other than mandatory prepayments pursuant to under Section 2.05(2)(a) 10.6 or (c) or amortization payments pursuant to Section 2.07) the Borrower shall pay to the Administrative Agent, for the benefit operation of Lenders holding such Closing Date Term Loans as an inducement for making the Closing Date Term Loans (and not as a penalty) an amount equal to the Prepayment Premium, which Prepayment Premium shall be fully earned, and due and payable, on the date of such payment or prepayment, or on the date such payment or prepayment is required to be made, as applicable, and non-refundable when made; provided, that no Prepayment Premium shall be payable with respect to the first $50,000,000 of prepayments of Closing Date Term Loans that occur in connection with a Qualifying IPO. If the Loans are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default (including law upon the occurrence of a bankruptcy or insolvency event event) or (including iv) satisfied or released by foreclosure (whether by power of judicial proceeding) or deed in lieu of foreclosure, Borrowers shall be required to pay (A) the acceleration Make Whole Amount if such prepayment, acceleration, satisfaction or release occurs on or prior to the 30-month anniversary of claims by operation the Closing Date or (B) the Applicable Prepayment Premium if such prepayment, acceleration, satisfaction or release occurs after the 30-month anniversary of law))the Closing Date (the Make Whole Amount, the amount Applicable Prepayment Premium, the Change of principal of Control Premium and premium on the Loans that becomes due and payable shall equal 100% of the principal amount of the Loans plus the Prepayment Premium in effect on the date of such acceleration or such other prior due dateEquity Claw Premium, as if such acceleration or other occurrence were a voluntary prepayment of the Loans accelerated or otherwise becoming duecase may be, the “Prepayment Premium”). Without limiting the generality of the foregoing, it It is understood and agreed that if the Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to at the time of a voluntary prepayment of the Loans will also be due and payable on the date of such acceleration prepayment, acceleration, satisfaction or such other prior due date as though the Loans were voluntarily prepaid as of such date and release shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any premium Prepayment Premium payable above under the terms of this Agreement shall be presumed to be the liquidated damages sustained by each Lender as the result of the early prepayment termination, and the Borrower agrees Borrowers agree that it is reasonable under the circumstances currently existing. The Borrower EACH LOAN PARTY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH SUCH PREPAYMENT PREMIUM OR ACCELERATION. Borrowers expressly agrees agree (to the fullest extent it that they may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then then-prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Borrower Borrowers giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Borrower Borrowers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Borrowers expressly acknowledge that their agreement to pay the Prepayment Premium to Lenders as herein described is a material inducement to Lenders to provide the Commitments and make the Loans. For the avoidance of doubt, Agent shall have no obligation to calculate, or to verify Borrowers’ or any Lender’s calculation of, any Prepayment Premium due under this Agreement.

Call Protection. In If, after the event that all or any portion 18 month anniversary of the Closing Date Term Loans are repaidDate, prepaid or accelerated Borrowers pay, for any reasonreason (including, including as a result but not limited to, any optional or mandatory payment after the occurrence of any mandatory prepayments, voluntary prepayments, payments made following acceleration of the Loans or after an Event of Default or after acceleration), all or any part of the principal balance of any Term Loan and/or any Commitment is reduced or terminated (other than mandatory (i) the termination of any Term Loan Commitments on the Closing Date or on the date of the full funding of such Commitment or (ii) with respect to prepayments made pursuant to Section 2.05(2)(a) or (c) or amortization payments pursuant to Section 2.07) the Borrower 2.13(e)), Company shall pay to the Administrative Service Agent, for the benefit of all Lenders holding entitled to a portion of such Closing Date Term Loans as an inducement for making prepayment or reduction a prepayment premium (the Closing Date Term Loans (and not as a penalty) an amount equal to the “Prepayment Premium, which Prepayment Premium shall be fully earned, and due and payable, ”) on the date of such payment amount so prepaid or prepayment, or on the date such payment or prepayment is required to be made, reduced as applicable, follows: After 18 and non-refundable when made; provided, that no Prepayment Premium shall be payable with respect to the first $50,000,000 of prepayments of Closing Date Term Loans that occur in connection with a Qualifying IPO. If the Loans are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default (including upon the occurrence of a bankruptcy 31 3.0 % on or insolvency event (including the acceleration of claims by operation of law)), the amount of principal of after 31 and premium prior to 49 1.0 % on the Loans that becomes due and payable shall equal 100or after 49 0.0 % of the principal amount of the Loans plus the Prepayment Premium in effect on the date of such acceleration or such other prior due date, as if such acceleration or other occurrence were a voluntary prepayment of the Loans accelerated or otherwise becoming due. Without limiting the generality of the foregoing, it is understood and agreed that if the Loans Obligations are accelerated for any reason, including because of default, sale, disposition or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default encumbrance (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims that by operation of law)law or otherwise), the Yield Maintenance Premium, if any, and Prepayment Premium applicable with respect to a voluntary prepayment Premium, if any, determined as of the Loans date of acceleration will also be due and payable on the date of such acceleration or such other prior due date as though the Loans were said Indebtedness was voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any premium Yield Maintenance Premium and Prepayment Premium payable above in accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early prepayment termination and the Borrower agrees Borrowers agree that it is reasonable under the circumstances currently existing. The Borrower Yield Maintenance Premium, if any, and Prepayment Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement or the Notes evidencing the Obligations) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE BORROWERS EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING YIELD MAINTENANCE PREMIUM AND PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrowers expressly agrees (to the fullest extent it may lawfully do so) agree that: (A) the Yield Maintenance Premium and Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Yield Maintenance Premium and Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Borrower Borrowers giving specific consideration in this transaction for such agreement to pay the Yield Maintenance Premium and Prepayment Premium; and (D) the Borrower Borrowers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Borrowers expressly acknowledge that their agreement to pay the Yield Maintenance Premium and Prepayment Premium to Lenders as herein described is a material inducement to Lenders to provide the Commitments and make the Loans.

Call Protection. In the event that all or any portion of the Closing Date Term principal of the Loans are repaidis (i) voluntarily prepaid under Section 2.1(c), (ii) prepaid or accelerated for any reasonunder Section 2.3(a), including Section 2.3(b) (other than as a result of receipt of any mandatory prepayments, voluntary prepayments, payments made following acceleration Extraordinary Receipts under clause (a) or (b) of the Loans definition thereof), Section 2.3(c), or after Section 2.3(d), (iii) accelerated in accordance with Article XI (including, without limitation, automatic acceleration upon an Event of Default (other than mandatory prepayments pursuant to under Section 2.05(2)(a) 10.6 or (c) or amortization payments pursuant to Section 2.07) the Borrower shall pay to the Administrative Agent, for the benefit operation of Lenders holding such Closing Date Term Loans as an inducement for making the Closing Date Term Loans (and not as a penalty) an amount equal to the Prepayment Premium, which Prepayment Premium shall be fully earned, and due and payable, on the date of such payment or prepayment, or on the date such payment or prepayment is required to be made, as applicable, and non-refundable when made; provided, that no Prepayment Premium shall be payable with respect to the first $50,000,000 of prepayments of Closing Date Term Loans that occur in connection with a Qualifying IPO. If the Loans are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default (including law upon the occurrence of a bankruptcy or insolvency event event) or (including iv) satisfied or released by foreclosure (whether by power of judicial proceeding) or deed in lieu of foreclosure, Borrowers shall be required to pay the acceleration Applicable Prepayment Premium if such prepayment, acceleration, satisfaction or release occurs on or prior to the second anniversary of claims by operation of law))the Closing Date (such premium, the amount of principal of and premium on the Loans that becomes due and payable shall equal 100% of the principal amount of the Loans plus the “Prepayment Premium in effect on the date of such acceleration or such other prior due date, as if such acceleration or other occurrence were a voluntary prepayment of the Loans accelerated or otherwise becoming duePremium”). Without limiting the generality of the foregoing, it It is understood and agreed that if the Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to at the time of a voluntary prepayment of the Loans will also be due and payable on the date of such acceleration prepayment, acceleration, satisfaction or such other prior due date as though the Loans were voluntarily prepaid as of such date and release shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each LenderLe▇▇▇▇’s lost profits as a result thereof. Any premium Prepayment Premium payable above under the terms of this Agreement shall be presumed to be the liquidated damages sustained by each Lender as the result of the early prepayment termination, and the Borrower agrees Borrowers agree that it is reasonable under the circumstances currently existing. The Borrower EACH LOAN PARTY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH SUCH PREPAYMENT PREMIUM OR ACCELERATION. Borrowers expressly agrees agree (to the fullest extent it that they may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then then-prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Borrower Borrowers giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Borrower Borrowers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Borrowers expressly acknowledge that their agreement to pay the Prepayment Premium to Lenders as herein described is a material inducement to Lenders to provide the Commitments and make the Loans. For the avoidance of doubt, Agent shall have no obligation to calculate, or to verify Borrowers’ or any Lender’s calculation of, any Prepayment Premium due under this Agreement.

Call Protection. In the event that all or any portion of the Closing Date Term principal of the Loans are repaidis (i) voluntarily prepaid under Section 2.1(c), (ii) prepaid or accelerated for any reasonunder Section 2.3(a), including Section 2.3(b) (other than as a result of receipt of any mandatory prepayments, voluntary prepayments, payments made following acceleration Extraordinary Receipts under clause (a) or (b) of the Loans definition thereof), Section 2.3(c), or after Section 2.3(d), (iii) accelerated in accordance with Article XI (including, without limitation, automatic acceleration upon an Event of Default (other than mandatory prepayments pursuant to under Section 2.05(2)(a) 10.6 or (c) or amortization payments pursuant to Section 2.07) the Borrower shall pay to the Administrative Agent, for the benefit operation of Lenders holding such Closing Date Term Loans as an inducement for making the Closing Date Term Loans (and not as a penalty) an amount equal to the Prepayment Premium, which Prepayment Premium shall be fully earned, and due and payable, on the date of such payment or prepayment, or on the date such payment or prepayment is required to be made, as applicable, and non-refundable when made; provided, that no Prepayment Premium shall be payable with respect to the first $50,000,000 of prepayments of Closing Date Term Loans that occur in connection with a Qualifying IPO. If the Loans are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default (including law upon the occurrence of a bankruptcy or insolvency event event) or (including iv) satisfied or released by foreclosure (whether by power of judicial proceeding) or deed in lieu of foreclosure, Borrowers shall be required to pay the acceleration Applicable Prepayment Premium if such prepayment, acceleration, satisfaction or release occurs on or prior to the second anniversary of claims by operation of law))the Closing Date (such premium, the amount of principal of and premium on the Loans that becomes due and payable shall equal 100% of the principal amount of the Loans plus the “Prepayment Premium in effect on the date of such acceleration or such other prior due date, as if such acceleration or other occurrence were a voluntary prepayment of the Loans accelerated or otherwise becoming duePremium”). Without limiting the generality of the foregoing, it It is understood and agreed that if the Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to at the time of a voluntary prepayment of the Loans will also be due and payable on the date of such acceleration prepayment, acceleration, satisfaction or such other prior due date as though the Loans were voluntarily prepaid as of such date and release shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any premium Prepayment Premium payable above under the terms of this Agreement shall be presumed to be the liquidated damages sustained by each Lender as the result of the early prepayment termination, and the Borrower agrees Borrowers agree that it is reasonable under the circumstances currently existing. The Borrower EACH LOAN PARTY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH SUCH PREPAYMENT PREMIUM OR ACCELERATION. Borrowers expressly agrees agree (to the fullest extent it that they may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then then-prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Borrower Borrowers giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Borrower Borrowers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Borrowers expressly acknowledge that their agreement to pay the Prepayment Premium to Lenders as herein described is a material inducement to Lenders to DB1/ 123142411.13 provide the Commitments and make the Loans. For the avoidance of doubt, Agent shall have no obligation to calculate, or to verify Borrowers’ or any Lender’s calculation of, any Prepayment Premium due under this Agreement.

Call Protection. (1) In the event that all or any portion of the Closing Date Term Loans are repaid, prepaid or accelerated for any reason, including as a result of any mandatory prepayments, voluntary prepayments, payments made following acceleration of the Closing Date Term Loans or after an Event of Default or any prepayment made pursuant to Section 3.07 (other than mandatory prepayments pursuant to Section 2.05(2)(a) or (cb) or amortization payments pursuant to Section 2.07) the Borrower shall pay to the Administrative Agent, for the benefit of Lenders holding such Closing Date Term Loans as an inducement for making the Closing Date Term Loans (and not as a penalty) an amount equal to the Prepayment Premium, which Prepayment Premium shall be fully earned, and due and payable, on the date of such payment or prepayment, or on the date such payment or prepayment is required to be made, as applicable, and non-refundable when made; provided, that no Prepayment Premium shall be payable with respect to . (2) If the first $50,000,000 of prepayments of Closing Date Term Loans that occur in connection with a Qualifying IPO. If the Loans are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the amount of principal of and premium on the Closing Date Term Loans that becomes due and payable shall equal 100% of the principal amount of the Closing Date Term Loans plus the Prepayment Premium in effect on the date of such acceleration or such other prior due date, as if such acceleration or other occurrence were a voluntary prepayment of the Closing Date Term Loans accelerated or otherwise becoming due. . (3) Without limiting the generality of the foregoing, it is understood and agreed that if the Closing Date Term Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to a voluntary prepayment of the Closing Date Term Loans will also be due and payable on the date of such acceleration or such other prior due date as though the Closing Date Term Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Lender as the result of the early prepayment and the Borrower agrees that it is reasonable under the circumstances currently existing. The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraphSection 2.18; (E) the agreement to pay the Prepayment Premium is a material inducement to the Lenders holding Closing Date Term Loan Commitments to provide the Closing Date Term Loan Commitments and the Closing Date Term Loans; and (F) if the Closing Date Term Loans are accelerated (or automatically accelerate) and become due prior to their stated maturity as a result of an Event of Default during the times specified above in this paragraph (an “Acceleration Event”), (x) the Lenders holding Closing Date Term Loans shall be entitled to the payment of the Prepayment Premium that would have been due had a prepayment occurred with respect to the aggregate principal amount of the Closing Date Term Loans so accelerated at the time of such Acceleration Event (the “Acceleration Applicable Premium Amount”), (y) the Acceleration Applicable Premium Amount shall automatically become earned, due and payable to the Lenders upon the occurrence of such Acceleration Event and (z) the Acceleration Applicable Premium Amount shall be presumed to be the liquidated damages sustained by the Lenders as the result of such Acceleration Event.

Call Protection. In the event that all or any portion of the Closing Date Term Loans are repaid, prepaid or accelerated for any reason, including as a result of any mandatory prepayments, voluntary prepayments, payments made following acceleration principal of the Loans is (i) voluntarily prepaid under Section 2.06(a), (ii) prepaid under Section 2.07(a), Section 2.07(b), Section 2.07(c), Section 2.07(d) or after Section 2.07(e), (iii) accelerated in accordance with Article VII (including, without limitation, automatic acceleration upon an Event of Default (other than mandatory prepayments pursuant to under Section 2.05(2)(a7.01(f) or (cSection 7.01(g) or amortization payments pursuant to Section 2.07) the Borrower shall pay to the Administrative Agent, for the benefit operation of Lenders holding such Closing Date Term Loans as an inducement for making the Closing Date Term Loans (and not as a penalty) an amount equal to the Prepayment Premium, which Prepayment Premium shall be fully earned, and due and payable, on the date of such payment or prepayment, or on the date such payment or prepayment is required to be made, as applicable, and non-refundable when made; provided, that no Prepayment Premium shall be payable with respect to the first $50,000,000 of prepayments of Closing Date Term Loans that occur in connection with a Qualifying IPO. If the Loans are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default (including law upon the occurrence of a bankruptcy or insolvency event event) or (including the acceleration iv) satisfied or released by foreclosure (whether by power of claims by operation of law)judicial proceeding), deed in lieu of foreclosure or by any other means, the amount of principal of and premium Borrower shall be required to pay (A) the Make Whole Amount if such prepayment, acceleration, satisfaction or release with respect to (1) any Loans made on the Loans that becomes due and payable shall equal 100% Closing Date occurs on or prior to the third anniversary of the principal amount Closing Date or (2) any Second Amendment Loans occurs on or after March 31, 2022 and on or prior to the third anniversary of the Loans plus Closing Date or (B) the Applicable Prepayment Premium in effect if such prepayment, acceleration, satisfaction or release with respect to (1) any Loans made on the date Closing Date occurs after the third anniversary of such acceleration the Closing Date or such other prior due date(2) any Second Amendment Loans occurs after the Second Amendment Effective Date through March 30, 2022 or after the third anniversary of the Closing Date (the Make Whole Amount and the Applicable Prepayment Premium, as if such acceleration or other occurrence were a voluntary prepayment the case may be, the “Prepayment Premium”); provided, that prepayments of the Loans accelerated or otherwise becoming dueoutstanding PIK Interest that have been accrued and capitalized pursuant to Section 2.11(d) shall not be subject to any Prepayment Premium. Without limiting the generality of the foregoing, it It is understood and agreed that if the Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to at the time of a voluntary prepayment of the Loans will also be due and payable on the date of such acceleration prepayment, acceleration, satisfaction or such other prior due date as though the Loans were voluntarily prepaid as of such date and release shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any premium Prepayment Premium payable above under the terms of this Agreement shall be presumed to be the liquidated damages sustained by each Lender as the result of the early prepayment termination, and the Borrower agrees that it is reasonable under the circumstances currently existing. EACH LOAN PARTY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH SUCH PREPAYMENT OR ACCELERATION. The Borrower expressly agrees (to the fullest extent that it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then then-prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Borrower expressly acknowledges that its agreement to pay the Prepayment Premium to the Lenders as herein described is a material inducement to the Lenders to provide the Commitments and make the Loans. For the avoidance of doubt, the Disbursing Agent shall have no obligation to calculate, or to verify the Borrower’s or any Lender’s calculation of, any Prepayment Premium due under this Agreement.

Call Protection. In the event (i) Except as provided in this Section 2.8(b)(i), each Voluntary Prepayment, each mandatory prepayment that all or any portion of the Closing Date Term Loans are repaidbecomes due pursuant to Section 2.9, prepaid or accelerated for any reason, including and each payment that becomes due as a result of any mandatory prepayments, voluntary prepayments, payments made following acceleration of the Loans or after an Event of Default (other than mandatory prepayments Term Loan Maturity Date pursuant to Section 2.05(2)(a8.1 or otherwise (including, for the avoidance of doubt and without limitation, as a result of Section 8.1(f) or (cg) or amortization payments as a result of applicable law), in each case on or prior to the date that is thirty-two (32) months following the Initial Closing Date (each, a “Specified Payment”) shall be accompanied by the Specified Premium in respect of such Specified Payment. (ii) Borrower hereby agrees to pay the Specified Premium to Administrative Agent for the ratable benefit of the Lenders with respect to (x) each Specified Payment of the Term Loan made under Section 2.8 or Section 2.9, (y) any other acceleration of the Term Loan pursuant to Section 2.07) the Borrower shall pay to the Administrative Agent8.1 or otherwise (including, for the benefit avoidance of Lenders holding such Closing Date Term Loans as an inducement for making the Closing Date Term Loans (doubt and not without limitation, as a penaltyresult of Section 8.1(f) an amount equal to or (g) or as a result of applicable law)) or (z) the Prepayment Premium, which Prepayment Premium shall be fully earned, and due and payable, on the date occurrence of such payment or prepayment, or on the date such payment or prepayment is required to be made, as applicable, and non-refundable when made; provided, that no Prepayment Premium shall be payable with respect to the first $50,000,000 of prepayments of Closing Date Term Loans that occur in connection with a Qualifying IPO. If the Loans are accelerated or otherwise become due prior to their maturity dateany other Specified Event, in each case, as a result of an Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), with respect to the amount of principal of and premium on the Loans that becomes due and payable shall equal 100% Specified Payment of the principal amount Term Loan repaid, prepaid, terminated, reduced, paid, redeemed, satisfied, released, distributed, discharged or accelerated (whether or not paid), concurrently with such repayment, prepayment, redemption, satisfaction, discharge or acceleration (whether or not paid). (iii) Any Specified Premium payable pursuant to this Section 2.8(b) constitutes liquidated damages sustained by each Lender as the result of the Loans plus the Prepayment Premium in effect on the date early repayment, prepayment, distribution, termination, reduction, payment, redemption, release, satisfaction, discharge or acceleration (whether or not paid) of such acceleration or such other prior due date, as if such acceleration or other occurrence were a voluntary prepayment of the Loans accelerated or otherwise becoming due. Without limiting the generality of the foregoing, its Term Loan and Borrower agrees that it is understood and agreed that if reasonable under the Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to a voluntary prepayment of the Loans will also be due and payable on the date of such acceleration or such other prior due date as though the Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations, circumstances in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits losses as a result thereof. Any premium prepayment, repayment, payment, satisfaction (whether in whole or in part), distribution, termination, release, reduction or discharge of the Term Loan (including, without limitation, by foreclosure (whether by power of sale or judicial proceeding) or by any other means), irrespective of whether such prepayment, repayment, payment, satisfaction, distribution, release, discharge, termination or reduction occurs following any earlier maturity of the Term Loan, including, without limitation, pursuant to any voluntary or involuntary acceleration of the Term Loan pursuant to Section 8.1 or otherwise (including, for the avoidance of doubt and without limitation, as a result of Section 8.1(f) or (g) or as a result of applicable law), or the commencement of any Insolvency Proceeding or other proceeding pursuant to any Debtor Relief Laws, or pursuant to a plan of reorganization, and including, without limitation, any prepayment, repayment, payment, termination, reduction, release, satisfaction, distribution or discharge of the Term Loan (a) pursuant to this Section 2.8 or Section 2.9, (b) after acceleration thereof, including, without limitation, pursuant to Section 8.1 (including, for the avoidance of doubt and without limitation, as a result of Section 8.1(f) or (g) or as a result of applicable law) or such amount otherwise becoming or being declared immediately due and payable above pursuant to the terms hereof and (c) whether before or after any acceleration of the Term Loan pursuant to Section 8.1 (including, for the avoidance of doubt and without limitation, as a result of Section 8.1(f) or (g) or as a result of applicable law), shall, in each case be accompanied by, and there shall be presumed become due and payable automatically on the date of any of the foregoing, the Specified Premium, payable in Cash on the principal amount so prepaid or on the principal amount that has become or is declared to be immediately due and payable pursuant to Section 8.1 or otherwise (including, for the liquidated damages sustained by each Lender avoidance of doubt and without limitation, as the a result of Section 8.1(f) or (g) or as a result of applicable law), or in respect of which such claim in any bankruptcy, insolvency, reorganization, liquidation, judicial management or similar proceeding has arisen, or otherwise constituting the early prepayment and principal amount of the Term Loan prepaid, repaid, paid, satisfied, distributed, discharged, terminated, reduced or accelerated, as applicable. (iv) Borrower agrees acknowledges that it is reasonable under Lender would not have extended the circumstances currently existingTerm Loan without the inducement of the payment of the Specified Premium. The BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE SPECIFIED PREMIUM. Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Prepayment Specified Premium is reasonable and is the product of an arma transaction on Arm’s length transaction Length Terms between sophisticated business people, ably represented by counsel; (B) the Prepayment Specified Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction the transactions contemplated by the Loan Documents for such agreement to pay the Prepayment Specified Premium; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to herein, including in this paragraphSection 2.8(b). (v) If the Obligations are accelerated for any reason, including, without limitation, because of default, sale, transfer or encumbrance that results in an Event of Default hereunder (including that by operation of law or otherwise, and including, for the avoidance of doubt and without limitation, as a result of Section 8.1(f) or (g) or as a result of applicable law), the Specified Premium on Term Loan will also automatically and concurrently with such acceleration become due and payable as though said indebtedness was voluntarily prepaid and shall constitute part of the Obligations. The Specified Premium on the Term Loan shall also be payable in the event the Obligations (and/or this Agreement or the Notes (if any) evidencing the Obligations) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. TO THE EXTENT LEGALLY PERMISSIBLE, BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW WHICH PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING SPECIFIED PREMIUM ON THE TERM LOAN IN CONNECTION WITH ANY SUCH ACCELERATION.

Call Protection. In the event (i) Except as provided in this Section 2.8(b)(i), each Voluntary Prepayment, each mandatory prepayment that all or any portion of the Closing Date Term Loans are repaidbecomes due pursuant to Section 2.9, prepaid or accelerated for any reason, including and each payment that becomes due as a result of any mandatory prepayments, voluntary prepayments, payments made following acceleration of the Loans or after an Event of Default (other than mandatory prepayments Term Loan Maturity Date pursuant to Section 2.05(2)(a8.1 or otherwise (including, for the avoidance of doubt and without limitation, as a result of Section 8.1(f) or (cg) or amortization payments as a result of applicable law), in each case on or prior to the date that is thirty (30) months following the Initial Closing Date (each, a “Specified Payment”) shall be accompanied by the Specified Premium in respect of such Specified Payment. (ii) Borrower hereby agrees to pay the Specified Premium to Administrative Agent for the ratable benefit of the Lenders with respect to (x) each Specified Payment of the Term Loan made under Section 2.8 or Section 2.9, (y) any other acceleration of the Term Loan pursuant to Section 2.07) the Borrower shall pay to the Administrative Agent8.1 or otherwise (including, for the benefit avoidance of Lenders holding such Closing Date Term Loans as an inducement for making the Closing Date Term Loans (doubt and not without limitation, as a penaltyresult of Section 8.1(f) an amount equal to or (g) or as a result of applicable law)) or (z) the Prepayment Premium, which Prepayment Premium shall be fully earned, and due and payable, on the date occurrence of such payment or prepayment, or on the date such payment or prepayment is required to be made, as applicable, and non-refundable when made; provided, that no Prepayment Premium shall be payable with respect to the first $50,000,000 of prepayments of Closing Date Term Loans that occur in connection with a Qualifying IPO. If the Loans are accelerated or otherwise become due prior to their maturity dateany other Specified Event, in each case, as a result of an Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), with respect to the amount of principal of and premium on the Loans that becomes due and payable shall equal 100% Specified Payment of the principal amount Term Loan repaid, prepaid, terminated, reduced, paid, redeemed, satisfied, released, distributed, discharged or accelerated (whether or not paid), concurrently with such repayment, prepayment, redemption, satisfaction, discharge or acceleration (whether or not paid). (iii) Any Specified Premium payable pursuant to this Section 2.8(b) constitutes liquidated damages sustained by each Lender as the result of the Loans plus the Prepayment Premium in effect on the date early repayment, prepayment, distribution, termination, reduction, payment, redemption, release, satisfaction, discharge or acceleration (whether or not paid) of such acceleration or such other prior due date, as if such acceleration or other occurrence were a voluntary prepayment of the Loans accelerated or otherwise becoming due. Without limiting the generality of the foregoing, its Term Loan and Borrower agrees that it is understood and agreed that if reasonable under the Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to a voluntary prepayment of the Loans will also be due and payable on the date of such acceleration or such other prior due date as though the Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations, circumstances in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits losses as a result thereof. Any premium prepayment, repayment, payment, satisfaction (whether in whole or in part), distribution, termination, release, reduction or discharge of the Term Loan (including, without limitation, by foreclosure (whether by power of sale or judicial proceeding) or by any other means), irrespective of whether such prepayment, repayment, payment, satisfaction, distribution, release, discharge, termination or reduction occurs following any earlier maturity of the Term Loan, including, without limitation, pursuant to any voluntary or involuntary acceleration of the Term Loan pursuant to Section 8.1 or otherwise (including, for the avoidance of doubt and without limitation, as a result of Section 8.1(f) or (g) or as a result of applicable law), or the commencement of any Insolvency Proceeding or other proceeding pursuant to any Debtor Relief Laws, or pursuant to a plan of reorganization, and including, without limitation, any prepayment, repayment, payment, termination, reduction, release, satisfaction, distribution or discharge of the Term Loan (a) pursuant to this Section 2.8 or Section 2.9, (b) after acceleration thereof, including, without limitation, pursuant to Section 8.1 (including, for the avoidance of doubt and without limitation, as a result of Section 8.1(f) or (g) or as a result of applicable law) or such amount otherwise becoming or being declared immediately due and payable above pursuant to the terms hereof and (c) whether before or after any acceleration of the Term Loan pursuant to Section 8.1 (including, for the avoidance of doubt and without limitation, as a result of Section 8.1(f) or (g) or as a result of applicable law), shall, in each case be accompanied by, and there shall be presumed become due and payable automatically on the date of any of the foregoing, the Specified Premium, payable in Cash on the principal amount so prepaid or on the principal amount that has become or is declared to be immediately due and payable pursuant to Section 8.1 or otherwise (including, for the liquidated damages sustained by each Lender avoidance of doubt and without limitation, as the a result of Section 8.1(f) or (g) or as a result of applicable law), or in respect of which such claim in any bankruptcy, insolvency, reorganization, liquidation, judicial management or similar proceeding has arisen, or otherwise constituting the early prepayment and principal amount of the Term Loan prepaid, repaid, paid, satisfied, distributed, discharged, terminated, reduced or accelerated, as applicable. (iv) Borrower agrees acknowledges that it is reasonable under Lender would not have extended the circumstances currently existingTerm Loan without the inducement of the payment of the Specified Premium. The BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE SPECIFIED PREMIUM. Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Prepayment Specified Premium is reasonable and is the product of an arma transaction on Arm’s length transaction Length Terms between sophisticated business people, ably represented by counsel; (B) the Prepayment Specified Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction the transactions contemplated by the Loan Documents for such agreement to pay the Prepayment Specified Premium; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to herein, including in this paragraphSection 2.8(b). (v) If the Obligations are accelerated for any reason, including, without limitation, because of default, sale, transfer or encumbrance that results in an Event of Default hereunder (including that by operation of law or otherwise, and including, for the avoidance of doubt and without limitation, as a result of Section 8.1(f) or (g) or as a result of applicable law), the Specified Premium on Term Loan will also automatically and concurrently with such acceleration become due and payable as though said indebtedness was voluntarily prepaid and shall constitute part of the

Call Protection. In (i) At any time on or after the Sixth Amendment Funding Date, in the event that all or the Loan Parties shall (A) prepay any portion of the Closing Date Term Loans are repaid, prepaid or accelerated for any reason, including as a result of any mandatory prepayments, voluntary prepayments, payments made following acceleration of the Tranche B Loans or after an Event (B) effect any Repricing Amendment (including, for the avoidance of Default (other than mandatory prepayments doubt, pursuant to Section 2.05(2)(a) or (c) or amortization payments pursuant to Section 2.07) 2.18), the Borrower shall pay to the Administrative Agent, for the benefit ratable account of Lenders holding such Closing Date Term Loans as an inducement for making each Tranche B Lender, (x) in the Closing Date Term Loans case of clause (and not as A) above, a penalty) an amount prepayment premium equal to the Prepayment Premium, which Prepayment Premium shall be fully earned, and due and payable, on Makewhole Amount plus the date of such payment or prepayment, or on the date such payment or prepayment is required to be made, as applicable, and non-refundable when made; provided, that no Prepayment Premium shall be payable with respect to the first $50,000,000 of prepayments of Closing Date Term Loans that occur in connection with a Qualifying IPO. If the Loans are accelerated or otherwise become due prior to their maturity dateRepayment Fee Percentage, in each case, as a result of an Event of Default (including upon with respect to the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the amount of principal of and premium on the Loans that becomes due and payable shall equal 100% of the aggregate principal amount of the Tranche B Loans so prepaid, and (y) in the case of clause (B) above, a fee equal to the Makewhole Amount plus the Prepayment Premium Repayment Fee Percentage, in effect on each case, with respect to the date aggregate principal amount of the Tranche B Loans subject to such acceleration Repricing Amendment (such premium or such other prior due datefee referred to in clauses (x) and (y), as if such acceleration or other occurrence were a voluntary prepayment of applicable, the Loans accelerated or otherwise becoming due. “Repayment Premium”). (ii) [Reserved.] (iii) Without limiting the generality of the foregoingforegoing and notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is understood and agreed that if the Tranche B Loans are accelerated (including, without limitation, as the result of (x) failure to pay the outstanding Obligations (including, without limitation, any Repayment Fee) on the Tranche B Maturity Date or otherwise become due prior (y) the occurrence of any Event of Default or the commencement of any Insolvency Proceeding, whether pursuant to their maturity dateSection 7.02 or 7.03, by operation of law or otherwise), a fee equal to the Makewhole Amount plus the Repayment Fee Percentage, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to a voluntary prepayment the aggregate principal amount of the Tranche B Loans outstanding on the date of the acceleration will also be due and payable on (it being agreed that the Makewhole Amount shall be determined as of the date of such acceleration or such other prior due date as though if the aggregate principal amount of Tranche B Loans then outstanding were voluntarily prepaid as or repaid on such date under Section 2.06(b) (but, in the case of any portion of such fee attributable to the definition of “Makewhole Amount”, determined disregarding any interest payments hereunder that are actually made by the Borrower after such date of acceleration) and shall constitute part of the ObligationsObligations for all purposes hereof (the foregoing fee payable under this clause (f)(iii), the “Default Repayment Premium”), it being understood and agreed that the Default Repayment Premium shall be without duplication of any amounts payable under clause (f)(i) above. The Default Repayment Premium payable in view of accordance with the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any premium payable above immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early prepayment Tranche B Lender, and the Borrower agrees Loan Parties agree that it is reasonable under the circumstances currently existingexisting on the date of the Second Amendment and the date of the Sixth Amendment, and will be payable notwithstanding the satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement, defeasance or compromise of any of the Tranche B Loans in any Insolvency Proceeding, any foreclosure (whether by power of judicial proceeding or otherwise) or deed in lieu of foreclosure or the making of a distribution of any kind in any Insolvency Proceeding. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE DEFAULT REPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower Loan Parties expressly agrees (to the fullest extent it may lawfully do so) that: agree that (A) the Prepayment Default Repayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; , (B) the Prepayment Default Repayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; , (C) there has been a course of conduct between the Tranche B Lenders and the Borrower Loan Parties giving specific consideration in this transaction and the transactions contemplated by the Second Amendment for such agreement to pay the Prepayment Default Repayment Premium; , and (D) the Borrower Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraphSection 2.06(f)(iii). (iv) For the avoidance of doubt and notwithstanding anything to the contrary herein or in any other Loan Document, the proceeds of any Asset Disposition (including any Designated Asset Disposition) shall not be included in the definition of Consolidated EBITDA, Consolidated Net Income or Excess Cash Flow for any purposes hereunder or any other Loan Document.

Call Protection. In the event that all or any portion of the Closing Date Term principal of the Loans are repaidis (i) voluntarily prepaid under Section 2.1(c), (ii) prepaid or accelerated for any reasonunder Section 2.3(a), including Section 2.3(b) (other than as a result of receipt of any mandatory prepayments, voluntary prepayments, payments made following acceleration Extraordinary Receipts under clause (a) or (b) of the Loans definition thereof), Section 2.3(c), or after Section 2.3(d), (iii) accelerated in accordance with Article XI (including, without limitation, automatic acceleration upon an Event of Default (other than mandatory prepayments pursuant to under Section 2.05(2)(a) 10.6 or (c) or amortization payments pursuant to Section 2.07) the Borrower shall pay to the Administrative Agent, for the benefit operation of Lenders holding such Closing Date Term Loans as an inducement for making the Closing Date Term Loans (and not as a penalty) an amount equal to the Prepayment Premium, which Prepayment Premium shall be fully earned, and due and payable, on the date of such payment or prepayment, or on the date such payment or prepayment is required to be made, as applicable, and non-refundable when made; provided, that no Prepayment Premium shall be payable with respect to the first $50,000,000 of prepayments of Closing Date Term Loans that occur in connection with a Qualifying IPO. If the Loans are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default (including law upon the occurrence of a bankruptcy or insolvency event event) or (including iv) satisfied or released by foreclosure (whether by power of judicial proceeding) or deed in lieu of foreclosure, Borrowers shall be required to pay the acceleration Applicable Prepayment Premium if such prepayment, acceleration, satisfaction or release occurs on or prior to the second anniversary of claims by operation of law))the Closing Date (such premium, the amount of principal of and premium on the Loans that becomes due and payable shall equal 100% of the principal amount of the Loans plus the “Prepayment Premium in effect on the date of such acceleration or such other prior due date, as if such acceleration or other occurrence were a voluntary prepayment of the Loans accelerated or otherwise becoming duePremium”). Without limiting the generality of the foregoing, it It is understood and agreed that if the Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to at the time of a voluntary prepayment of the Loans will also be due and payable on the date of such acceleration prepayment, acceleration, satisfaction or such other prior due date as though the Loans were voluntarily prepaid as of such date and release shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender▇▇▇▇▇▇’s lost profits as a result thereof. Any premium Prepayment Premium payable above under the terms of this Agreement shall be presumed to be the liquidated damages sustained by each Lender as the result of the early prepayment termination, and the Borrower agrees Borrowers agree that it is reasonable under the circumstances currently existing. The Borrower EACH LOAN PARTY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH SUCH PREPAYMENT PREMIUM OR ACCELERATION. Borrowers expressly agrees agree (to the fullest extent it that they may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then then-prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Borrower Borrowers giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Borrower Borrowers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Borrowers expressly acknowledge that their agreement to pay the Prepayment Premium to Lenders as herein described is a material inducement to Lenders to provide the Commitments and make the Loans. For the avoidance of doubt, Agent shall have no obligation to calculate, or to verify Borrowers’ or any Lender’s calculation of, any Prepayment Premium due under this Agreement.

Call Protection. In the event that all or any portion of the Closing Date Term Loans are repaid, prepaid or accelerated for any reason, including as a result of any mandatory prepayments, voluntary prepayments, payments made following acceleration principal of the Loans is (i) voluntarily prepaid under Section 2.06(a), (ii) prepaid under Section 2.07(a), Section 2.07(b), Section 2.07(c), Section 2.07(d) or after Section 2.07(e), (iii) accelerated in accordance with Article VII (including, without limitation, automatic acceleration upon an Event of Default (other than mandatory prepayments pursuant to under Section 2.05(2)(a7.01(f) or (cSection 7.01(g) or amortization payments pursuant to Section 2.07) the Borrower shall pay to the Administrative Agent, for the benefit operation of Lenders holding such Closing Date Term Loans as an inducement for making the Closing Date Term Loans (and not as a penalty) an amount equal to the Prepayment Premium, which Prepayment Premium shall be fully earned, and due and payable, on the date of such payment or prepayment, or on the date such payment or prepayment is required to be made, as applicable, and non-refundable when made; provided, that no Prepayment Premium shall be payable with respect to the first $50,000,000 of prepayments of Closing Date Term Loans that occur in connection with a Qualifying IPO. If the Loans are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default (including law upon the occurrence of a bankruptcy or insolvency event event) or (including the acceleration iv) satisfied or released by foreclosure (whether by power of claims by operation of law)judicial proceeding), deed in lieu of foreclosure or by any other means, the amount of principal of and premium Borrower shall be required to pay (A) the Make Whole Amount if such prepayment, acceleration, satisfaction or release occurs on or prior to the Loans that becomes due and payable shall equal 100% third anniversary of the principal amount Closing Date or (B) the Applicable Prepayment Premium if such prepayment, acceleration, satisfaction or release occurs after the third anniversary of the Loans plus Closing Date (the Make Whole Amount and the Applicable Prepayment Premium in effect on the date of such acceleration or such other prior due datePremium, as if such acceleration or other occurrence were a voluntary prepayment the case may be, the “Prepayment Premium”); provided, that prepayments of the Loans accelerated or otherwise becoming dueoutstanding PIK Interest that have been accrued and capitalized pursuant to Section 2.11(d) shall not be subject to any Prepayment Premium. Without limiting the generality of the foregoing, it It is understood and agreed that if the Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to at the time of a voluntary prepayment of the Loans will also be due and payable on the date of such acceleration prepayment, acceleration, satisfaction or such other prior due date as though the Loans were voluntarily prepaid as of such date and release shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any premium Prepayment Premium payable above under the terms of this Agreement shall be presumed to be the liquidated damages sustained by each Lender as the result of the early prepayment termination, and the Borrower agrees that it is reasonable under the circumstances currently existing. EACH LOAN PARTY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH SUCH PREPAYMENT OR ACCELERATION. The Borrower expressly agrees (to the fullest extent that it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then then-prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Borrower expressly acknowledges that its agreement to pay the Prepayment Premium to the Lenders as herein described is a material inducement to the Lenders to provide the Commitments and make the Loans. For the avoidance of doubt, the Disbursing Agent shall have no obligation to calculate, or to verify the Borrower’s or any Lender’s calculation of, any Prepayment Premium due under this Agreement.

Call Protection. In If Borrower prepays (or is deemed to pay in the event that all or any portion case of the Closing Date Term Loans are repaid, prepaid or accelerated for any reason, including as a result of any mandatory prepayments, voluntary prepayments, payments made following an acceleration of the Loans Term Loan), for any reason (including, but not limited to, any optional or mandatory payment after the occurrence of an Event of Default (or after acceleration of the Term Loan including in connection with the commencement of any Insolvency Proceeding or other than mandatory prepayments proceeding pursuant to any Debtor Relief Laws), all or any part of the principal balance of Term Loan pursuant to Section 2.05(2)(a2.02(a) or makes a mandatory prepayment of all or any part of the principal balance of the Term Loan pursuant to Sections 2.02(b)(ii), (iii), (iv) or (c) or amortization payments pursuant to Section 2.07) the v), Borrower shall pay to the Administrative Agent, for the benefit of all Lenders holding entitled to a portion of such prepayment a prepayment premium (the “Prepayment Premium”) on the amount so prepaid as follows (i) if the prepayment occurs on or prior to the first anniversary of the Closing Date Term Loans as an inducement for making Date, 7.0% of the amount so prepaid, (ii) if the prepayment occurs on the date immediately following the first anniversary of the Closing Date Term Loans (and not as a penalty) an amount equal but on or prior to the Prepayment Premiumsecond anniversary of the Closing Date, which Prepayment Premium shall be fully earned, and due and payable, on the date of such payment or prepayment, or on the date such payment or prepayment is required to be made, as applicable, and non-refundable when made; provided, that no Prepayment Premium shall be payable with respect to the first $50,000,000 of prepayments of Closing Date Term Loans that occur in connection with a Qualifying IPO. If the Loans are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the amount of principal of and premium on the Loans that becomes due and payable shall equal 1005.0% of the principal amount so prepaid and (iii) thereafter, 0% of the Loans plus the Prepayment Premium in effect on the date of such acceleration or such other prior due date, as if such acceleration or other occurrence were a voluntary prepayment of the Loans accelerated or otherwise becoming dueamount so prepaid. Without limiting the generality of the foregoing, it is understood and agreed that if the Loans Obligations are accelerated or otherwise become due prior to their maturity datefor any reason, in each caseincluding because of default, in respect the commencement of any Event of Default Insolvency Proceeding or other proceeding pursuant to any Debtor Relief Laws, sale, disposition or encumbrance (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims that by operation of law)law or otherwise), the Prepayment Premium applicable with respect to a voluntary prepayment determined as of the Loans date of acceleration will also be due and payable on the date of such acceleration or such other prior due date as though the Loans were said Indebtedness was voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any premium Prepayment Premium payable above in accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early prepayment termination and the Borrower agrees that it is reasonable under the circumstances currently existing. The Prepayment Premium shall also be payable (i) in the event the Obligations (and/or this Agreement or the Notes evidencing the Obligations) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means and/or (ii) upon the satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement, defeasance or compromise of any of the Obligations (and/or this Agreement or the Notes evidencing the Obligations) in any Insolvency Proceeding or other proceeding pursuant to any Debtor Relief Laws, foreclosure (whether by power of judicial proceeding or otherwise), deed in lieu of foreclosure or by any other means or the making of a distribution of any kind in any Insolvency Proceeding to the Administrative Agent, for the account of the Lenders, in full or partial satisfaction of the Obligations. BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION INCLUDING IN CONNECTION WITH ANY VOLUNTARY OR INVOLUNTARY ACCELERATION OF THE OBLIGATIONS PURSUANT TO ANY INSOLVENCY PROCEEDING OR OTHER PROCEEDING PURSUANT TO ANY DEBTOR RELIEF LAWS OR PURSUANT TO A PLAN OF REORGANIZATION. Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Borrower Company shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Borrower expressly acknowledges that its agreement to pay the Prepayment Premium to Lenders as herein described is a material inducement to Lenders to provide the Term Loan Commitments and make the Term Loan.

Call Protection. In The Borrower shall pay the event that all or following premium in connection with any portion prepayment of the Committed Loans made prior to the third-year anniversary of the Closing Date Term Loans are repaid, prepaid or accelerated for any reason, including as a result of any mandatory prepayments, voluntary prepayments, payments made following acceleration of the Loans or after an Event of Default (other than mandatory prepayments pursuant to Section 2.05(2)(a2.04(a): (i) or (c) or amortization payments pursuant to Section 2.07) during the Borrower shall pay to the Administrative Agent, for the benefit of Lenders holding such Closing Date Term Loans as an inducement for making period commencing on the Closing Date Term Loans (and not as ending on the one-year anniversary of the Closing Date, a penalty) premium in an amount equal to the Prepayment Premium, which Prepayment Premium shall be fully earned, and due and payable, on present value of the date sum of such payment or prepayment, or on (A) the date such payment or prepayment is required to be made, as applicable, and non-refundable when made; provided, Applicable Rate that no Prepayment Premium shall be would have been payable with respect for EurodollarSOFR Rate applicable to the first $50,000,000 Committed Loans prepaid, (assuming an Interest Period of prepayments of Closing Date Term Loans that occur in connection with a Qualifying IPO. If the Loans are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the amount of principal of and premium on the Loans that becomes due and payable shall equal 100% of the principal amount of the Loans plus the Prepayment Premium three months in effect on the date on which the applicable notice of prepayment, repayment is given) plus (B) the greater of (x) the EurodollarSOFR Rate “floor” (i.e. 1%) and (y) the EurodollarSOFR Rate (assuming an Interest Period of three months in effect on the date on which the applicable notice of prepayment is given), in each case calculated as a rate per annum on the amount of the principal of such acceleration or Committed Loans prepaid from the date of such other prior due date, as prepayment until the one-year anniversary of the Closing Date plus (C) the premium on the amount of the principal of such Committed Loans prepaid that would have been payable on such Committed Loans if such acceleration or other occurrence were a voluntary prepayment had occurred on the one-year anniversary of the Loans accelerated or otherwise becoming due. Without limiting the generality of the foregoing, it is understood and agreed that if the Loans are accelerated or otherwise become due prior to their maturity date, Closing Date (in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to a voluntary prepayment of the Loans will also be due and payable computed on the date basis of such acceleration or such other prior due date as though actual days elapsed over a year of 360 days and using a discount rate equal to the Loans were voluntarily prepaid Treasury Rate as of such date and shall constitute part prepayment plus 50 basis points); (ii) during the period commencing after the one-year anniversary of the Obligations, in view Closing Date and ending on the two-year anniversary of the impracticability and extreme difficulty Closing Date, a premium of ascertaining actual damages and by mutual agreement 3% of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Lender as the result of the early prepayment and the Borrower agrees that it is reasonable under the circumstances currently existing. The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premiumaggregate principal amount so prepaid; and (Diii) during the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraphperiod commencing after the two-year anniversary of the Closing Date and ending on the three-year anniversary of the Closing Date, a premium of 1% of the aggregate principal amount so prepaid.

Call Protection. In the event (i) Except as provided in this Section 2.8(b)(i), each Voluntary Prepayment, each mandatory prepayment that all or any portion of the Closing Date Term Loans are repaidbecomes due pursuant to Section 2.9, prepaid or accelerated for any reason, including and each payment that becomes due as a result of any mandatory prepayments, voluntary prepayments, payments made following acceleration of the Loans or after an Event of Default (other than mandatory prepayments Term Loan Maturity Date pursuant to Section 2.05(2)(a8.1 or otherwise (including, for the avoidance of doubt and without limitation, as a result of Section 8.1(f) or (cg) or amortization payments as a result of applicable law), in each case on or prior to the date that is twenty-four (24) months following the Closing Date (each, a “Specified Payment”) shall be accompanied by the Specified Premium in respect of such Specified Payment. (ii) Borrower hereby agrees to pay the Specified Premium to Administrative Agent for the ratable benefit of the Lenders with respect to (x) each Specified Payment of the Term Loan made under Section 2.8 or Section 2.9, (y) any other acceleration of the Term Loan pursuant to Section 2.07) the Borrower shall pay to the Administrative Agent8.1 or otherwise (including, for the benefit avoidance of Lenders holding such Closing Date Term Loans as an inducement for making the Closing Date Term Loans (doubt and not without limitation, as a penaltyresult of Section 8.1(f) an amount equal to or (g) or as a result of applicable law)) or (z) the Prepayment Premium, which Prepayment Premium shall be fully earned, and due and payable, on the date occurrence of such payment or prepayment, or on the date such payment or prepayment is required to be made, as applicable, and non-refundable when made; provided, that no Prepayment Premium shall be payable with respect to the first $50,000,000 of prepayments of Closing Date Term Loans that occur in connection with a Qualifying IPO. If the Loans are accelerated or otherwise become due prior to their maturity dateany other Specified Event, in each case, as a result of an Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), with respect to the amount of principal of and premium on the Loans that becomes due and payable shall equal 100% Specified Payment of the principal amount Term Loan repaid, prepaid, terminated, reduced, paid, redeemed, satisfied, released, distributed, discharged or accelerated (whether or not paid), concurrently with such repayment, prepayment, redemption, satisfaction, discharge or acceleration (whether or not paid). (iii) Any Specified Premium payable pursuant to this Section 2.8(b) constitutes liquidated damages sustained by each Lender as the result of the Loans plus the Prepayment Premium in effect on the date early repayment, prepayment, distribution, termination, reduction, payment, redemption, release, satisfaction, discharge or acceleration (whether or not paid) of such acceleration or such other prior due date, as if such acceleration or other occurrence were a voluntary prepayment of the Loans accelerated or otherwise becoming due. Without limiting the generality of the foregoing, its Term Loan and Borrower agrees that it is understood and agreed that if reasonable under the Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to a voluntary prepayment of the Loans will also be due and payable on the date of such acceleration or such other prior due date as though the Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations, circumstances in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits losses as a result thereof. Any premium prepayment, repayment, payment, satisfaction (whether in whole or in part), distribution, termination, release, reduction or discharge of the Term Loan (including, without limitation, by foreclosure (whether by power of sale or judicial proceeding) or by any other means), irrespective of whether such prepayment, repayment, payment, satisfaction, distribution, release, discharge, termination or reduction occurs following any earlier maturity of the Term Loan, including, without limitation, pursuant to any voluntary or involuntary acceleration of the Term Loan pursuant to Section 8.1 or otherwise (including, for the avoidance of doubt and without limitation, as a result of Section 8.1(f) or (g) or as a result of applicable law), or the commencement of any Insolvency Proceeding or other proceeding pursuant to any Debtor Relief Laws, or pursuant to a plan of reorganization, and including, without limitation, any prepayment, repayment, payment, termination, reduction, release, satisfaction, distribution or discharge of the Term Loan (a) pursuant to this Section 2.8 or Section 2.9, (b) after acceleration thereof, including, without limitation, pursuant to Section 8.1 (including, for the - 57 - avoidance of doubt and without limitation, as a result of Section 8.1(f) or (g) or as a result of applicable law) or such amount otherwise becoming or being declared immediately due and payable above pursuant to the terms hereof and (c) whether before or after any acceleration of the Term Loan pursuant to Section 8.1 (including, for the avoidance of doubt and without limitation, as a result of Section 8.1(f) or (g) or as a result of applicable law), shall, in each case be accompanied by, and there shall be presumed become due and payable automatically on the date of any of the foregoing, the Specified Premium, payable in Dollars on the principal amount so prepaid or on the principal amount that has become or is declared to be immediately due and payable pursuant to Section 8.1 or otherwise (including, for the liquidated damages sustained by each Lender avoidance of doubt and without limitation, as the a result of Section 8.1(f) or (g) or as a result of applicable law), or in respect of which such claim in any bankruptcy, insolvency, reorganization, liquidation, judicial management or similar proceeding has arisen, or otherwise constituting the early prepayment and principal amount of the Term Loan prepaid, repaid, paid, satisfied, distributed, discharged, terminated, reduced or accelerated, as applicable. (iv) Borrower agrees acknowledges that it is reasonable under Lender would not have extended the circumstances currently existingTerm Loan without the inducement of the payment of the Specified Premium. The BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE SPECIFIED PREMIUM. Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Prepayment Specified Premium is reasonable and is the product of an arma transaction on Arm’s length transaction Length Terms between sophisticated business people, ably represented by counsel; (B) the Prepayment Specified Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction the transactions contemplated by the Loan Documents for such agreement to pay the Prepayment Specified Premium; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to herein, including in this paragraphSection 2.8(b). (v) If the Obligations are accelerated for any reason, including, without limitation, because of default, sale, transfer or encumbrance that results in an Event of Default hereunder (including that by operation of law or otherwise, and including, for the avoidance of doubt and without limitation, as a result of Section 8.1(f) or (g) or as a result of applicable law), the Specified Premium on Term Loan will also automatically and concurrently with such acceleration become due and payable as though said indebtedness was voluntarily prepaid and shall constitute part of the Obligations. The Specified Premium on the Term Loan shall also be payable in the event the Obligations (and/or this Agreement or the Notes (if any) evidencing the Obligations) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. TO THE EXTENT LEGALLY PERMISSIBLE, BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW WHICH PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING SPECIFIED PREMIUM ON THE TERM LOAN IN CONNECTION WITH ANY SUCH ACCELERATION.

Call Protection. In the event that all or any portion of the Closing Date Term Loans are repaid, prepaid or accelerated for any reason, including as a result of any mandatory prepayments, voluntary prepayments, payments made following acceleration principal of the Loans is (i) voluntarily prepaid under Section 2.06(a), (ii) prepaid under Section 2.07(a), Section 2.07(b), Section 2.07(c), Section 2.07(d) or after Section 2.07(e), (iii) accelerated in accordance with Article VII (including, without limitation, automatic acceleration upon an Event of Default (other than mandatory prepayments pursuant to under Section 2.05(2)(a7.01(f) or (cSection 7.01(g) or amortization payments pursuant to Section 2.07) the Borrower shall pay to the Administrative Agent, for the benefit operation of Lenders holding such Closing Date Term Loans as an inducement for making the Closing Date Term Loans (and not as a penalty) an amount equal to the Prepayment Premium, which Prepayment Premium shall be fully earned, and due and payable, on the date of such payment or prepayment, or on the date such payment or prepayment is required to be made, as applicable, and non-refundable when made; provided, that no Prepayment Premium shall be payable with respect to the first $50,000,000 of prepayments of Closing Date Term Loans that occur in connection with a Qualifying IPO. If the Loans are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default (including law upon the occurrence of a bankruptcy or insolvency event event) or (including the acceleration iv) satisfied or released by foreclosure (whether by power of claims by operation of law)judicial proceeding), deed in lieu of foreclosure or by any other means, the amount of principal of and premium Borrower shall be required to pay (A) the Make Whole Amount if such prepayment, acceleration, satisfaction or release occurswith respect to (1) any Loans made on the Loans that becomes due and payable shall equal 100% Closing Date occurs on or prior to the third anniversary of the principal amount Closing Date or (2) any Second Amendment Loans occurs on or after March 31, 2022 and on or prior to the third anniversary of the Loans plus Closing Date or (B) the Applicable Prepayment Premium in effect if such prepayment, acceleration, satisfaction or release occurswith respect to (1) any Loans made on the date Closing Date occurs after the third anniversary of such acceleration the Closing Date or such other prior due date(2) any Second Amendment Loans occurs after the Second Amendment Effective Date through March 30, 2022 or after the third anniversary of the Closing Date (the Make Whole Amount and the Applicable Prepayment Premium, as if such acceleration or other occurrence were a voluntary prepayment the case may be, the “Prepayment Premium”); provided, that prepayments of the Loans accelerated or otherwise becoming dueoutstanding PIK Interest that have been accrued and capitalized pursuant to Section 2.11(d) shall not be subject to any Prepayment Premium. Without limiting the generality of the foregoing, it It is understood and agreed that if the Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to at the time of a voluntary prepayment of the Loans will also be due and payable on the date of such acceleration prepayment, acceleration, satisfaction or such other prior due date as though the Loans were voluntarily prepaid as of such date and release shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any premium Prepayment Premium payable above under the terms of this Agreement shall be presumed to be the liquidated damages sustained by each Lender as the result of the early prepayment termination, and the Borrower agrees that it is reasonable under the circumstances currently existing. EACH LOAN PARTY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH SUCH PREPAYMENT OR ACCELERATION. The Borrower expressly agrees (to the fullest extent that it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then then-prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Borrower expressly acknowledges that its agreement to pay the Prepayment Premium to the Lenders as herein described is a material inducement to the Lenders to provide the Commitments and make the Loans. For the avoidance of doubt, the Disbursing Agent shall have no obligation to calculate, or to verify the Borrower’s or any Lender’s calculation of, any Prepayment Premium due under this Agreement.