Call Premium. In the event that, prior to the fourth anniversary of the Closing Date (the “Call Protection Termination Date”), the Borrower makes any mandatory prepayment of the Term Loans (other than pursuant to Section 2.09(a), Sections 2.10(d)(ii), 2.10(d)(iii), 2.10(d)(iv) or Section 8.02) or voluntary prepayment of the Term Loans under Section 2.10(a) (other than voluntary prepayments (x) of up to $175,000,000 of principal of Term Loans during the Par Prepayment Period or (y) up to $100,000,000 in accordance with the definitions of the Minimum Prepayment/Buyback Amount or the Minimum Term Loan Prepayment Amount, in each case, to the extent not financed with the proceeds of long-term third party Indebtedness), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, with respect to the aggregate principal amount subject to such prepayment, the Call Premium. In addition, notwithstanding anything to the contrary contained in this Agreement, the Call Premium shall also automatically be due and payable at any time the Obligations become due and payable prior to the Call Protection Termination Date in accordance with the terms hereof as though such Indebtedness was voluntarily prepaid and shall constitute part of the Obligations, whether due to acceleration pursuant to the terms of this Agreement, by operation of law or otherwise. The Call Premium shall constitute part of the Obligations in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits, losses and other damages as a result of early prepayment, acceleration or termination. Any Call Premium payable pursuant to this Agreement shall be presumed to be the liquidated damages sustained by each Lender as a result of the early termination, acceleration or prepayment and each Credit Party agrees that such premium is reasonable under the circumstances currently existing. The Call 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 following the commencement of any Insolvency Proceeding of any Credit Party or otherwise as a result of the Administrative Agent’s exercise of its remedies pursuant to Section 8.01 hereof. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR...
Call Premium. In connection with any Repricing Transaction that is consummated in respect of all or any portion of the Initial Term Loans, during the six (6) month period following the Closing Date, the Borrower shall pay to the Administrative Agent, for the ratable benefit each Term Loan Lender, a fee equal to 1.0% of the aggregate principal amount of the Initial Term Loans of such Term Loan Lender subject to such Repricing Transaction (it being understood that any such fees under clause (b) of the definition of “Repricing Transaction” shall be paid to each Non-Consenting Lender that is replaced in such Repricing Transaction pursuant to Section 5.12(b)). Such fees shall be due and payable within three (3) Business Days of the date of the effectiveness of such Repricing Transaction.
Call Premium. In the event that all or any portion of the Term Loans are (i) repaid, prepaid, refinanced or replaced or (ii) repriced or effectively refinanced through any waiver, consent or amendment (in each case, in connection with any waiver, consent or amendment to the Term Facility the result of which would be the lowering of the weighted average yield of the Term Facility or the incurrence of any debt financing having a weighted average yield that is less than weighted average yield of the Term Facility (or portion thereof) so repaid, prepaid, refinanced, replaced or repriced (a “Repricing Transaction”)) occurring on or prior to the first anniversary of the Closing Date, such repayment, prepayment, refinancing, replacement or repricing will be made at 101.0% of the principal amount so repaid, prepaid, refinanced, replaced or repriced. If all or any portion of the Term Loans held by any Lender is repaid, prepaid, refinanced or replaced pursuant to Section 2.16(b) as a result of, or in connection with, such Lender not agreeing or otherwise consenting to any waiver, consent or amendment referred to in clause (ii) above (or otherwise in connection with a Repricing Transaction), such repayment, prepayment, refinancing or replacement will be made at 101.0% of the principal amount so repaid, prepaid, refinanced or replaced.
Call Premium. In connection with any Repricing Transaction that is consummated in respect of all or any portion of the Initial Term Loans, during the six (6) month period following the Closing Date, the Borrower shall pay to the Administrative Agent, for the ratable benefit each Term Loan Lender, a fee equal to 1.0% of the aggregate principal amount of the Initial Term Loans of such Term Loan Lender subject to such Repricing Transaction. Such fees shall be due and payable within five (5) Business Days of the date of the effectiveness of such Repricing Transaction.
Call Premium. Prepayments permitted or required under this Section 3.04 (including optional prepayments described in Section 3.04(a) and mandatory prepayments described in Section 3.04(c) hereof) and, for avoidance of doubt, any prepayments of the Loans occurring after acceleration of the Loans pursuant to Section 11.02 and any other prepayments of the Loans (which payments, for the purpose of calculating the Call Premium, shall be deemed to have been made (i) on the date of acceleration, if earlier than the date of payment and (ii) on the amount of Loans outstanding on the date of acceleration, if more than the amount paid on the date of payment), shall be subject to payment of the applicable Call Premium and any amounts required to be paid pursuant to Sections 5.01, 5.02 or 5.03.
Call Premium. In the event that, during the six month period following the Closing Date, the Borrower (A) makes any prepayment of the Initial Term Loan in connection with any Repricing Transaction (as defined below), or (B) effects any amendment of this Agreement resulting in a Repricing Transaction, in either case the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Lender, a fee in an amount equal to, (x) in the case of clause (A), a prepayment premium of 1.0% of the amount of the Initial Term Loans being prepaid, and (y) in the case of clause (B), a payment equal to 1.0% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are affected by such Repricing Transaction. Such fees shall be due and payable within five (5) Business Days of the date of the effectiveness of such Repricing Transaction. For the purpose of this clause (v), “Repricing Transaction” means, other than in connection with a Change of Control, (1) any prepayment or repayment of the Initial Term Loans with the proceeds of, or any conversion of the Initial Term Loans into, any new or replacement tranche of term loans or other Indebtedness bearing interest with an All-In-Yield less than the All-In-Yield applicable to the Initial Term Loans (as such comparative yields are determined in the reasonable judgment of the Administrative Agent), and (2) any amendment to the interest rate or Applicable Margin with respect to the Initial Term Loan that reduces the All-In-Yield applicable to the Initial Term Loan.
Call Premium. In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of the Initial Term Loans in connection with any Repricing Transaction (as defined below) or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Lender, a fee in an amount equal to, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Initial Term Loans being prepaid and (y) in the case of clause (ii), a payment equal to 1.0% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are affected by such Repricing Transaction. Such fees shall be due and payable within five (5) Business Days of the date of the effectiveness of such Repricing Transaction. For the purpose of this clause (c), “Repricing Transaction” means (a) any prepayment or repayment of the Initial Term Loans with the proceeds of, or any conversion of the Initial Term Loans into, any new or replacement tranche of term loans or Indebtedness bearing interest with an “effective yield” (taking into account upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such new or replacement loans) less than the “effective yield” applicable to the Initial Term Loans (as such comparative yields are determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices) and (b) any amendment to the pricing terms of the Initial Term Loans which reduces the “effective yield” applicable to the Initial Term Loans.
Call Premium. If the Borrower makes a voluntary prepayment of the Term A-1 Loans and/or the Term A-2 Loans pursuant to this Section 2.10, the Borrower shall pay to the Administrative Agent, for the ratable account of the applicable Term Loan Lenders, a fee in an amount equal to:
(i) 3% of the principal amount of the applicable Term Loan so prepaid in the case of a voluntary prepayment made on or prior to the first (1st) anniversary of the Closing Date;
(ii) 2% of the principal amount of the applicable Term Loan so prepaid in the case of a voluntary prepayment made on or prior to the second (2nd) anniversary of the Closing Date; and
(iii) 1% of the principal amount of the applicable Term Loan so prepaid in the case of a voluntary prepayment made on or prior to the third (3rd) anniversary of the Closing Date.
Call Premium. In consideration for the making of the Incremental Loans, the Borrower agrees that in the event that, on or prior to the six-month anniversary of the Effective Date (as defined below), the Borrower (i) makes any prepayment of the Loans in connection with any Repricing Transaction (as defined below) or (ii) effects any amendment of the Credit Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Lender, a fee in an amount equal to, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Loans being prepaid and (y) in the case of clause (ii), a payment equal to 1.0% of the aggregate amount of the applicable Loans outstanding immediately prior to such amendment. Such fees shall be due and payable within three (3) Business Days of the date of the effectiveness of such Repricing Transaction. For the purpose of this clause (k), “Repricing Transaction” means (a) any prepayment or repayment of the Loans with the proceeds of, or any conversion of the Loans into, any new or replacement tranche of loans bearing interest with an All-In Yield less than the All-In Yield applicable to the Loans and (b) any amendment to the pricing terms of the Loans which reduces the All-In Yield applicable to the Loans; provided, that any prepayment or refinancing in connection with a Change of Control or any refinancing that involves an upsizing in connection with a Transformative Acquisition shall not be considered a Repricing Transaction.
Call Premium. In the event that, on or prior to the six month anniversary of the First Amendment Effective Date, the Borrower (i) makes any prepayment of the Term B Loans in connection with any Repricing Transaction (as defined below) or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Term B Lender, a fee in an amount equal to, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B Loans being prepaid and (y) in the case of clause (ii), a payment equal to 1.0% of the aggregate amount of the applicable Term B Loans outstanding immediately prior to such amendment. Such fees shall be due and payable within three (3) Business Days of the date of the effectiveness of such Repricing Transaction.
