This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of each Borrower, Agent and each Lender, shall become effective on the date hereof and shall continue in full force and effect until September 12, 2019 (the “ Term ”) unless sooner terminated as herein provided. Borrowers may terminate this Agreement at any time upon ninety (90) days prior written notice to Agent upon payment in full of the Obligations. In the event the Obligations are prepaid in full (whether voluntary or involuntary, including after acceleration thereof) and this Agreement is terminated prior to the last day of the Term (the date of such prepayment hereinafter referred to as the “ Early Termination Date ”), Borrowers shall concurrently pay to Agent for the benefit of Lenders an early termination fee in an amount equal to (x) 1.5% of the Maximum Loan Amount if the Early Termination Date occurs on or after the Amendment Effective Date to and including the date immediately preceding the third anniversary of the Amendment Effective Date, (y) 1.0% of the Maximum Loan Amount if the Early Termination Date occurs on or after the third anniversary of the Amendment Effective Date to and including the date immediately preceding the fourth anniversary of the Amendment Effective Date, and (z) 0% of the Maximum Loan Amount if the Early Termination Date occurs on or after the fourth anniversary of the Amendment Effective Date to and including the date immediately preceding the third anniversary of the Amendment Effective Date.