Common use of Applicable Prepayment Premium Clause in Contracts

Applicable Prepayment Premium. In the event of the full or partial termination of this Agreement and repayment of the Obligations at any time prior to the Final Maturity Date, for any reason, including (i) termination upon the election of the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default (or, in the case of the occurrence of any Event of Default described in Section 9.01(f) or Section 9.01(g) with respect to any Loan Party, automatically upon the occurrence thereof), (ii) foreclosure and sale of Collateral, (iii) sale of the Collateral in any Insolvency Proceeding, or (iv) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining 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 early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agents and the Lenders, the Borrowers shall pay to the Administrative Agent, for the account of the Lenders in accordance with their respective Pro Rata Shares, the Applicable Prepayment Premium, measured as of the date of such termination. Notwithstanding the foregoing, no Applicable Prepayment Premium shall be due and owing (a) in connection with a Term Loan prepayment resulting from the events described in Section 2.05(c)(iv) or (vii), (b) to any Lender that finances (or any Affiliate of such Lender that finances) the voluntary termination of this Agreement pursuant Section 2.05(b)(iii), (c) prepayments with the proceeds of Permitted Cure Stock, (d) prepayments of Revolving Loans that are not accompanied by a termination of the Revolving Credit Commitment, (e) any prepayment of the Term Loan pursuant to Section 2.05(b)(ii) during the first eighteen (18) months after the Effective Date, to the extent the aggregate principal amount of all such prepayments during such period is less than $10,000,000 and (f) in connection with any voluntary prepayment of the Term Loans pursuant to Section 2.05(b)(ii) to the extent such prepayment occurs within 90 days prior to the date on which Excess Cash Flow is required to be applied to the Loans in accordance with Section 2.05(c)(iv); provided that the Applicable Prepayment Premium shall be due and owing on any portion of such voluntary prepayment described in this clause (f) that exceeds the amount of the corresponding Excess Cash Flow payment with respect to which such voluntary prepayment is deducted.

Applicable Prepayment Premium. In the event of (i) an optional prepayment of the full Term Loans pursuant to Section 2.05(b)(i) or partial (ii) a mandatory prepayment of the Loans pursuant to Section 2.05(c)(ii), Section 2.05(c)(iii) (to the extent such prepayment is made in connection with an Equity Issuance), or the termination of this Agreement and repayment of the Obligations at any time prior to the Final Maturity Date, for any reason, including (iA) termination of this Agreement upon the election of the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default (or, in the case of the occurrence of any Event of Default described in Section 9.01(f9.01(e) or Section 9.01(g) with respect to any Loan Party), automatically upon the occurrence thereof), (iiB) foreclosure and sale of Collateral, (iiiC) sale of the Collateral in any Insolvency Proceeding, or (ivD) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining 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 prepayments or such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agents and the Lenders, the Borrowers Borrower shall pay to the Administrative Agent, for the account of the Lenders in accordance with their respective Pro Rata Shares, the Applicable Prepayment Premium, measured as of the date of such termination. Notwithstanding the foregoing, no Applicable Prepayment Premium shall be due and owing (a) in connection with a Term Loan prepayment resulting from the events described in Section 2.05(c)(iv) or (vii), (b) to any Lender that finances (or any Affiliate of such Lender that finances) the voluntary termination of this Agreement pursuant Section 2.05(b)(iii), (c) prepayments with the proceeds of Permitted Cure Stock, (d) prepayments of Revolving Loans that are not accompanied by a termination of the Revolving Credit Commitment, (e) any prepayment of the Term Loan pursuant to Section 2.05(b)(ii) during the first eighteen (18) months after the Effective Date, to the extent the aggregate principal amount of all such prepayments during such period is less than $10,000,000 and (f) in connection with any voluntary prepayment of the Term Loans pursuant to Section 2.05(b)(ii) to the extent such prepayment occurs within 90 days prior to the date on which Excess Cash Flow is required to be applied to the Loans in accordance with Section 2.05(c)(iv); provided that the Applicable Prepayment Premium shall be due and owing on any portion of such voluntary prepayment described in this clause (f) that exceeds the amount of the corresponding Excess Cash Flow payment with respect to which such voluntary prepayment is deductedor termination, as applicable.

Applicable Prepayment Premium. In the event of the full or partial termination of this Agreement and repayment (i) an optional prepayment of the Obligations Loans permitted pursuant to Section 2.05(b)(i) after the second anniversary of the Effective Date and on or prior to the third anniversary of the Effective Date, (ii) a mandatory prepayment of the Loans pursuant to Section 2.05(c) (other than any mandatory prepayments in connection with the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards or a Change of Control offer pursuant to Section 2.05(c)(viii)) at any time prior to the Final Maturity third anniversary of the Effective Date, or (iii) any payment of the Loans required in connection with the termination of this Agreement or acceleration of the Obligations following any Event of Default, at any time prior to the third anniversary of the Effective Date, for any reason, including (iA) termination of this Agreement upon the election of the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default (or, in the case of the occurrence of any Event of Default described in Section 9.01(f) or Section 9.01(g) with respect to any Loan Party), automatically upon the occurrence thereof), (iiB) foreclosure and sale of Collateral, (iiiC) sale of the Collateral in any Insolvency Proceeding, or (ivD) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agents and the Lenders or profits [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. lost by the Agents and the Lenders as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agents and the Lenders, the Borrowers Borrower shall pay to the Administrative Agent, for the account of the Lenders in accordance with their respective Pro Rata Sharesa written agreement among the Agents and the Lenders, the Applicable Prepayment Premium, measured Premium with respect to Obligations as of the date of such termination. Notwithstanding the foregoing, no Applicable Prepayment Premium shall be due and owing (a) in connection with a Term Loan prepayment resulting from the events described in Section 2.05(c)(iv) or (vii), (b) to any Lender that finances (or any Affiliate of such Lender that finances) the voluntary termination of this Agreement pursuant Section 2.05(b)(iii), (c) prepayments with the proceeds of Permitted Cure Stock, (d) prepayments of Revolving Loans that are not accompanied by a termination of the Revolving Credit Commitment, (e) any prepayment of the Term Loan pursuant to Section 2.05(b)(ii) during the first eighteen (18) months after the Effective Date, to the extent the aggregate principal amount of all such prepayments during such period is less than $10,000,000 and (f) in connection with any voluntary prepayment of the Term Loans pursuant to Section 2.05(b)(ii) to the extent such prepayment occurs within 90 days prior to the date on which Excess Cash Flow is required to be applied to the Loans in accordance with Section 2.05(c)(iv); provided that the Applicable Prepayment Premium shall be due and owing on any portion of such voluntary prepayment described in this clause (f) that exceeds the amount of the corresponding Excess Cash Flow payment with respect to which such voluntary prepayment is deducted.

Applicable Prepayment Premium. In Notwithstanding anything herein to the contrary, to the extent required pursuant to Section 2.05(e) or in the event of the full or partial termination of this Agreement and repayment of the Obligations at any time prior to the Final #97889169v6 Maturity Date, for any reason, including (i) termination upon the election of the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default (or, in the case of the occurrence of any Event of Default described in Section 9.01(f) or Section 9.01(g) with respect to any Loan Party, automatically upon the occurrence thereof), (ii) foreclosure and sale of Collateral, (iii) sale of the Collateral in any Insolvency Proceeding, or (iv) restructurerestructuring, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructurerestructuring, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining 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 early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agents and the Lenders, the Borrowers shall pay to the Administrative Agent, for the ratable account of the Lenders in accordance with their respective Pro Rata SharesTerm Lenders, the Applicable Prepayment Premium, if any, measured as of the date of such termination. Notwithstanding The Loan Parties expressly agree that: (A) the foregoingApplicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Applicable 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 Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium; (D) the Loan Parties’ agreement to pay the Applicable Prepayment Premium is a material inducement to Lenders to provide the Commitments and make the Loans; and (E) the Applicable Prepayment 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 acceleration. In connection with an initial public offering of Equity Interests of the Parent or any direct or indirect parent company of the Parent, including PubCo (such initial public offering, an “IPO”): (a) in connection with the first $60,000,000 of principal amount of Term Loans prepaid (including for the avoidance of doubt, prepayments made pursuant to Section 2.05(c)(x)) with the proceeds of, and substantially concurrently with the consummation of, such IPO, no Applicable Prepayment Premium shall be due and owing owing, (ab) in connection with a the next $65,000,000 of principal amount of Term Loan Loans prepaid (i.e. the amount prepaid in excess of $60,000,000 of principal up to an aggregate principal prepayment resulting from amount of $125,000,000) (such aggregate principal amount, the events described in Section 2.05(c)(iv“Excess IPO Prepayment Amount”) or (vii), (b) to any Lender that finances (or any Affiliate of such Lender that finances) the voluntary termination of this Agreement pursuant Section 2.05(b)(iii), (c) prepayments with the proceeds of Permitted Cure Stockand substantially concurrently with the consummation of, (d) prepayments such IPO or the proceeds of Revolving Loans that are not accompanied by a termination and substantially concurrently with the consummation of, the PubCo Convertible Preferred, an amount equal to 0.75% of the Revolving Credit Commitment, (e) any prepayment of the Term Loan pursuant to Section 2.05(b)(ii) during the first eighteen (18) months after the Effective Date, to the extent the aggregate principal amount of all such prepayments during such period is less than $10,000,000 Excess IPO Prepayment Amount shall be due and owing and (fc) in connection with any voluntary prepayment Term Loans in excess of $125,000,000 of principal amount prepaid with the proceeds of such IPO or the proceeds of the Term Loans pursuant to Section 2.05(b)(ii) to the extent such prepayment occurs within 90 days prior to the date on which Excess Cash Flow is required to be applied to the Loans in accordance with Section 2.05(c)(iv); provided that PubCo Convertible Preferred, the Applicable Prepayment Premium shall be due and owing on any portion of such voluntary prepayment described in this clause (f) that exceeds the amount of the corresponding Excess Cash Flow payment with respect to which such voluntary prepayment is deductedexcess amount.

Applicable Prepayment Premium. In the event of (i) an optional prepayment of the full Term Loan pursuant to Section 2.05(b)(ii) and Section 2.05(b)(iii), (ii) a mandatory prepayment of the Term Loan pursuant to Section 2.05(c)(ii) in an amount of $500,000 or partial more, or Section 2.05(c)(iii) or (iii) the termination of this Agreement and repayment of the Obligations at any time prior to the Final Maturity DateJanuary 28, 2017, for any reason, including (iA) termination of this Agreement upon the election of the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default (or, in the case of the occurrence of any Event of Default described in Section 9.01(f) or Section 9.01(g) with respect to any Loan Party), automatically upon the occurrence thereof), (iiB) foreclosure and sale of Collateral, (iiiC) sale of the Collateral in any Insolvency Proceeding, or (ivD) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining 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 early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agents and the Lenders, the Borrowers shall pay to the Administrative Agent, for the account of the Lenders in accordance with their respective Pro Rata Shares, the Applicable Prepayment Premium, measured as of the date of such termination. Notwithstanding anything to the foregoingcontrary, no the Applicable Prepayment Premium shall not be due and owing (a) payable in connection with a Term Loan prepayment resulting from the events described in Section 2.05(c)(iv) or (vii), (b) to any Lender that finances (or any Affiliate of such Lender that finances) the voluntary termination of this Agreement pursuant Section 2.05(b)(iii), (c) prepayments with the proceeds of Permitted Cure Stock, (d) prepayments of Revolving Loans that are not accompanied by a termination of the Revolving Credit Commitment, (ex) any prepayment of the Term Loan pursuant to Section 2.05(b)(ii) during the first eighteen (18) months after the Effective Date, to the extent the aggregate principal amount of all such prepayments during such period is less than $10,000,000 and (f) in connection with any voluntary mandatory prepayment of the Term Loans pursuant to Section 2.05(b)(ii2.05(c)(i), Section 2.05(c)(ii) to the extent such prepayment occurs within 90 days prior to the date on which Excess Cash Flow is required to be applied to the Loans in accordance with an amount less than $500,000 or Section 2.05(c)(iv), and (y) any voluntary prepayments of the Term Loan in an amount required for the Loan Parties to remain in compliance with the financial covenants set forth in Section 7.03 using internally-generated funds or proceeds of an Equity Issuance of the Parent. Without limiting the generality of the foregoing, it is understood and agreed that if the Obligations are accelerated for any reason, including because of default, sale, disposition or encumbrance (including that by operation of law or otherwise), the Applicable Prepayment Premium will also be due and payable as though said indebtedness was voluntarily prepaid and shall constitute part of the Obligations. Any Applicable Prepayment Premium payable above shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination and the Loan Parties agree that it is reasonable under the circumstances currently existing. The Applicable Prepayment Premium shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. EACH OF THE LOAN PARTIES EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. Each Loan Party expressly agrees that: (1) the Applicable Prepayment Premium is reasonable and is the product of an arm's length transaction between sophisticated business people, ably represented by counsel; provided that (2) the Applicable Prepayment Premium shall be due payable notwithstanding the then prevailing market rates at the time payment is made; (3) there has been a course of conduct between Lenders and owing on any portion of such voluntary prepayment described the Loan Parties giving specific consideration in this clause transaction for such agreement to pay the Applicable Prepayment Premium; and (f4) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Each Loan Party expressly acknowledges that exceeds its agreement to pay the amount of Applicable Prepayment Premium to Lenders as herein described is a material inducement to Lenders to provide the corresponding Excess Cash Flow payment with respect to which such voluntary prepayment is deductedCommitments and make the Loans.

Applicable Prepayment Premium. (i) In the event of (i) any reduction of the full Total Revolving Credit Commitment pursuant to Section 2.05(a)(i), (ii) an optional prepayment of the Term Loans pursuant to Section 2.05(b)(ii), (iii) a mandatory prepayment of the Loans pursuant to Section 2.05(c)(v) or partial Section 2.05(c)(vi) or Section 2.05(c)(vii) (in connection with an Extraordinary Receipt described in clause (a), (c) or (e) of the definition thereof) or (iv) the termination of this Agreement and repayment of the Obligations at any time prior to the Final Maturity Date, for any reason, including (iA) termination of this Agreement upon the election of the Required Lenders to terminate after the occurrence and during the continuation of any an Event of Default (or, in the case of the occurrence of any Event of Default described in Section 9.01(f) or Section 9.01(g) with respect to any Loan Party), automatically upon the occurrence thereof), (iiB) foreclosure and sale of Collateral, (iiiC) sale of the Collateral in any Insolvency Proceeding, or (ivD) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining 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 prepayments or such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Agents and the Lenders, the Borrowers shall pay to the Administrative Agent, for the account of the Lenders in accordance with their respective Pro Rata Shares, the Applicable Prepayment Premium, measured as of the date of any such prepayment or termination. Notwithstanding the foregoing, no as applicable. (ii) Any Applicable Prepayment Premium shall be due and owing (a) in connection with a Term Loan prepayment resulting from the events described in Section 2.05(c)(iv) or (vii), (b) to any Lender that finances (or any Affiliate of such Lender that finances) the voluntary termination of this Agreement pursuant Section 2.05(b)(iii), (c) prepayments with the proceeds of Permitted Cure Stock, (d) prepayments of Revolving Loans that are not accompanied by a termination of the Revolving Credit Commitment, (e) any prepayment of the Term Loan pursuant to Section 2.05(b)(ii) during the first eighteen (18) months after the Effective Date, to the extent the aggregate principal amount of all such prepayments during such period is less than $10,000,000 and (f) in connection with any voluntary prepayment of the Term Loans pursuant to Section 2.05(b)(ii) to the extent such prepayment occurs within 90 days prior to the date on which Excess Cash Flow is required to be applied to the Loans payable in accordance with this Section 2.05(c)(iv)2.06(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of an Applicable Prepayment 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 PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION. (iii) The Loan Parties expressly agree that: (A) the Applicable Prepayment Premium is reasonable and is the product of an arm's length transaction between sophisticated business people, ably represented by counsel; provided that (B) the Applicable Prepayment Premium shall be due 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 owing on any portion the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium; (D) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (E) their agreement to pay the Applicable Prepayment Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and (F) the Applicable Prepayment 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 voluntary prepayment described Applicable Prepayment Premium Trigger Event. (iv) Nothing contained in this clause (fSection 2.06(b) that exceeds the amount shall permit any prepayment of the corresponding Excess Cash Flow payment with respect to which such voluntary prepayment is deductedLoans or reduction of the Commitments not otherwise permitted by the terms of this Agreement or any other Loan Document.