Common use of Call Premium Clause in Contracts

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, during on or prior to the six (6) month period following anniversary of the Closing Date, the Borrower (Ai) makes any prepayment of the Initial Term Loan in connection with any Repricing Transaction (as defined below), ) or (Bii) effects any repricing of the loans under the Term Loan Facility (whether pursuant to an amendment, amendment of this Agreement and restatement, mandatory assignment or otherwise) resulting in a Repricing Transaction, in either case the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Term Loan Lender, a fee in an amount equal to, (x) in the case of clause (Ai), a prepayment premium of 1.0% of the amount of the Initial Term Loans Loan being prepaid, prepaid and (y) in the case of clause (Bii), 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 Transactionamendment. Such fees shall be due and payable within five three (53) Business Days of the date of the effectiveness of such Repricing Transaction. For the purpose of this clause (vd), “Repricing Transaction” means, other than in connection with a Change of Control, shall mean (1A) any prepayment or repayment of the Initial Term Loans with the proceeds of, or any conversion of the Initial Term Loans Loan into, any new or replacement tranche of term loans or other Indebtedness bank indebtedness bearing interest with an All-In-Yield “effective yield” (taking into account, for example, upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount) less than the All-In-Yield “effective yield” applicable to the Initial Term Loans subject to such event (as such comparative yields are determined in the reasonable judgment of by the Administrative Agent) and (b) any repricing of the Initial Term Loan (whether pursuant to an amendment, amendment and restatement, mandatory assignment or otherwise) which reduces the “effective yield” applicable to all or a portion of the Initial Term Loan (as determined by the Administrative Agent) (it being understood that any prepayment premium with respect to a Repricing Transaction shall apply to any required assignment by a non-consenting Lender in connection with any such amendment pursuant to Section 2.19(b)), and in each case, other than in connection with the consummation of a Permitted Acquisition, an initial public offering or the occurrence of a change in control (2) any so long as the primary purpose of the prepayment or repayment of, or amendment to the interest rate or Applicable Margin with respect to the Initial Term Loan that reduces in connection therewith is not to reduce the All-In-Yield “effective yield” applicable to the Initial Term LoanLoan as certified by a financial officer of the Borrower in a certificate to the Administrative Agent (on which the Administrative Agent is expressly permitted to rely)).

Call Premium. In the event that, during on or prior to the date that is six month period following months after the Closing Date, the Borrower (Ai) makes any prepayment of the Initial Term Loan B Loans in connection with any Repricing Transaction (as defined below), ) or (Bii) 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 Term B Lender, a fee in an amount equal to, (x) in the case of clause (Ai), a prepayment premium of 1.0% of the amount of the Initial Term B Loans being prepaid, prepaid and (y) in the case of clause (Bii), 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 Transactionamendment. Such fees shall be due and payable within five three (53) Business Days of the date of the effectiveness of such Repricing Transaction. For the purpose of this clause (vc), “Repricing Transaction” means, other than in connection with a Change of Control, means (1a) any prepayment or repayment of the Initial Term B Loans with the proceeds of, or any conversion of the Initial Term B Loans into, any new or replacement tranche of term loans or other Indebtedness bearing interest with an All-In-Yield “effective yield” (taking into account, for example, upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount) less than the All-In-Yield “effective yield” applicable to the Initial Term B Loans (as such comparative yields are determined by the Administrative Agent in the its reasonable judgment discretion) and (b) any repricing of the Administrative AgentTerm B Loans (whether pursuant to an amendment, amendment and restatement, mandatory assignment or otherwise) which reduces the “effective yield” applicable to all or a portion of the Term B Loans (it being understood that any such prepayment premium with respect to a Repricing Transaction shall apply to any required assignment by a non-consenting Lender in connection with any such amendment pursuant to Section 10.13), and in each case, other than in connection with the consummation of an acquisition not permitted under the Loan Documents, an IPO or the occurrence of a Change of Control (2) any so long as the primary purpose of the prepayment or repayment of, or amendment to the interest rate or Applicable Margin with respect Term B Loans in connection therewith is not to reduce the Initial Term Loan that reduces the All-In-Yield “effective yield” applicable to the Initial Term LoanB Loans as certified by a financial officer of the Borrower in a certificate to the Administrative Agent (on which the Administrative Agent is expressly permitted to rely)).