Applicable Premium. (a) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium.
(b) Any Applicable Premium payable in accordance with this Section 4.3 shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION.
(c) The Loan Parties expressly agree that:
(i) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel;
(ii) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made;
(iii) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium;
(iv) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph;
(v) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and
(vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event.
Applicable Premium. (A) Upon the making of any payment, repayment, prepayment (other than payments under Sections 2.4(b), 2.6(a)(iii), 2.6(a)(v) or 2.6(a)(vii)), replacement, refinancing, reduction or other satisfaction of the Term Loan (including, without limitation, as a result of acceleration and/or as otherwise contemplated below) (any such event, a “Payment”) (i) at any time during the first eighteen (18) months after the Closing Date, the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage (x), one hundred fifty percent (150%) of the Applicable Rate or Default Rate (as applicable), multiplied by (y), the amount of such prepayment, (ii) at any time during or after the nineteenth (19th) month through twenty-fourth (24th) month after the Closing Date, the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage (x), fifty percent (50%) of the Applicable Rate or Default Rate (as applicable), multiplied by (y), the amount of such Payment and (iii) at any time during or after the twenty-fifth (25) month after the Closing Date but prior to the date that is 90 days before the Maturity Date, the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage (x), twenty five percent (25%) of the Applicable Rate or Default Rate (as applicable), multiplied by (y), the amount of such Payment or (B) upon the making of any prepayment in accordance with Section 2.6(a)(v) or Section 2.6(a)(vii), the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage, a premium equal to 1.00% of the aggregate principal amount of the Term Loan so prepaid (collectively, each a “Prepayment Premium”). Notwithstanding anything to the contrary herein, the Borrower acknowledges and agrees that if payment of the Obligations is accelerated or the Term Loan and other Obligations otherwise become due prior to the time period specified above, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of Applicable Law) or a Change of Control) or otherwise, the Prepayment Premium with respect to any payment, repayment or prepayment of the Term Loan will also be due and payable immediately as though the Term Loan were prepaid (regardless of whether all or any portion of the Term Loan were or will b...
Applicable Premium. (i) Upon the occurrence of an Applicable Premium Trigger Event, the Borrowers shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares (solely in respect of the Term Loans), the Applicable Premium.
(ii) Any Applicable Premium payable in accordance with this Section 2.06(d) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION.
(iii) The Loan Parties expressly agree that: (A) the Applicable Premium is reasonable and is the product of an arm's length transaction between sophisticated business people, ably represented by counsel;
Applicable Premium. As used herein, "Applicable Premium" means ------------------ an amount calculated as of the date (the "Determination Date") fixed for the redemption of the Exchange Notes of such series as follows:
Applicable Premium. Upon the occurrence of an Applicable Premium Trigger Event, the Borrowers shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares (solely in respect of the Term Loans), the Applicable Premium.
Applicable Premium. (a) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium.
(b) Any Applicable Premium payable in accordance with this Section 4.3 shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY
Applicable Premium. 57- 939843v.13
(i) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium.
(ii) Any Applicable Premium payable in accordance with this Section 2.06(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION.
(iii) The Loan Parties expressly agree that: (A) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel;
Applicable Premium. As used herein, "
Applicable Premium. In the case of either discharge or defeasance pursuant to this Article 8, upon any redemption that requires the payment of the Applicable Premium, the amount deposited with the Trustee shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.
Applicable Premium. In the event of any (i) prepayment of any Initial Term B Loan of any Lender pursuant to Section 2.08 or (ii) any required assignment by any Lender that is a non-consenting Lender in accordance with Section 2.17(b) and Section 9.02(d), in either case, prior to the one year anniversary of the Effective Date, the Borrower shall pay such Lender a fee equal to the Applicable Premium with respect to the amount of such Lender’s Initial Term B Loan so prepaid pursuant to Section 2.08 or required to be assigned by such Lender pursuant to Section 2.17(b) and Section 9.02(d), in each case, on the date of such assignment or prepayment.
