Common use of Call Premium Clause in Contracts

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. In the event that, on or prior to during the six-six month anniversary of period following 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 which 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 (aA) 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 (including, without limitation, any Refinancing Term Loans or Refinancing Notes) 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 ), (bB) any amendment to the pricing terms of the Initial Term Loans which reduces the “effective yield” applicable to the Initial Term LoansLoans and (C) replacement of any Non-Consenting Lender under Section 3.12.

Call Premium. In the event that, on or prior to the six-month anniversary of date that is six (6) months after the Closing First Amendment Effective Date, the Borrower Borrowers (i) makes make any prepayment of the Initial Incremental Term Loans Loan in connection with any Repricing Transaction (as defined below) or (ii) effects effect any amendment of this Agreement resulting in a another Repricing Transaction, the Borrower Borrowers shall pay to the Administrative Agent, for the ratable account of each applicable Incremental Lender, a fee in an amount equal to, (x) in the case of clause (i), a prepayment premium of 1.01.00% of the aggregate principal amount of the Initial Incremental Term Loans Loan being prepaid and (y) in the case of clause (ii), a payment equal to 1.01.00% of the aggregate principal amount of the applicable Initial Incremental Term Loans Loan outstanding immediately prior to such amendment but only to the extent that are such amount of the Incremental Term Loan is affected by such Repricing Transaction. Such fees shall be due and payable within five three (53) Business Days of the date of the effectiveness of such Repricing Transaction. Notwithstanding the foregoing, no prepayment premiums shall be due in the case of a refinancing of the Incremental Term Loan in connection with a transformative acquisition or in connection with a “change of control” transaction or an initial public offering of the equity interests of a Borrower. For the purpose of this clause (cviii), “Repricing Transaction” means (a) any prepayment or repayment of the Initial Incremental Term Loans Loan with the proceeds of, or any conversion of the Initial Incremental Term Loans Loan into, any new or replacement tranche of term loans or Indebtedness with a primary purpose of bearing interest with an “effective yield” (taking into account account, for example, 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) which is less than the “effective yield” applicable to the Initial Incremental Term Loans (as such comparative yields are determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices) Loan and (b) any amendment to the pricing terms of the Initial Incremental Term Loans Loan which as a primary purpose of such amendment reduces the “effective yield” applicable to the Initial Incremental Term LoansLoan.

Call Premium. In the event that, on or prior to the six-month first anniversary of the Closing Date, the Borrower (i) makes any voluntary 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 Term Loan 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 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 (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 account, for example, 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.