Termination Fee

Termination Fee. If (a) this Agreement or the Term hereof is terminated by Borrower other than as permitted in Section 10.1 of this Agreement, or (b) this Agreement or the Term hereof is terminated by Lender or by operation of law prior to the end of any Term of this Agreement by reason of the occurrence of an Event of Default (including, without limitation, the filing of any proceeding described in Section 8.8 of this Agreement), Borrower shall pay to Lender, and there shall be included in the Obligations, a Termination Fee, which shall be equal to one percent (1%) multiplied by the Maximum Credit Facility if the termination occurs any time prior to the second anniversary of the Acceptance Date or at any time prior to the date of any subsequent renewals thereof. The Termination Fee shall be in addition to all other fees and charges provided for in this Agreement, and shall be deemed fully earned and payable with or without demand and whether or not any other Obligations are prepaid. The provisions of this Section 10.12 shall survive termination or expiration of the term of this Agreement. The Termination Fee shall be presumed to be the amount of damages sustained by Lender as a result of such early termination and Borrower agrees that it is reasonable under the circumstances currently existing.