Common use of Payments Under Certain Circumstances Clause in Contracts

Payments Under Certain Circumstances. Notwithstanding anything to the contrary contained herein, Borrower acknowledges that, in connection with any repayment of the Term Loan following the Maturity Date, at any time an Event of Default exists (after giving effect to any applicable cure or grace period) or following the acceleration of the Obligations in accordance with the provisions hereof, such circumstance may result in Lenders incurring additional costs, expenses or liabilities, and that, as of the date hereof, it is difficult to ascertain the full extent of such costs, expenses or liabilities. Accordingly, Borrower agrees that, in connection with any such circumstance, Borrower shall also pay the applicable Make-Whole Amount plus interest (at the rate then applicable to the Term Loan) on the outstanding principal balance of the Term Loan and the applicable Make-Whole Amount through and including the date that is the later of the date of prepayment and the first anniversary of the Effective Date, which amount Borrower agrees represents a reasonable estimate of the costs, expenses or liabilities of Lenders in connection with any such circumstance. If Borrower fails to pay any Make-Whole Amount when due in connection with any such circumstance, then the amount thereof shall thereafter bear interest until paid in full at the Default Rate.