Common use of Call Protection Clause in Contracts

Call Protection. (i) If all or any part of the principal balance of any Term Loan is paid on or prior to the third anniversary of the Closing Date for any reason (including, but not limited to, whether voluntary or mandatory (other than, for the avoidance of doubt, required amortization payments pursuant to Section 2.11 and mandatory prepayments required pursuant to Sections 2.13(e) and certain prepayments pursuant to the provisions of Section 2.13(g)), and whether before or after acceleration of the Obligations or the commencement of any Insolvency Proceeding, but in any event (A) including any such prepayment in connection with (I) a Change of Control, (II) an acceleration of the Obligations as a result of the occurrence of an Event of Default, (III) foreclosure and sale of, or collection of, the Collateral, (IV) sale of the Collateral in any Insolvency Proceeding, (V) the 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, or (VI) the termination of this Agreement for any reason, and (B) excluding any prepayment that is required to be made pursuant to the provisions of Sections 2.11, 2.13(e) and certain prepayments pursuant to the provisions of 2.13(g) hereof), Borrowers shall pay to Administrative Agent, for the benefit of all Lenders entitled to a portion of such prepayment a premium as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Loans (the “Applicable Prepayment Premium”) equal to (1) with respect to prepayments made on or after the Closing Date but prior to the first anniversary of the Closing Date, the Make-Whole Premium or (2) thereafter, the amount of such prepayment multiplied by (x) two percent (2%), with respect to prepayments made after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, (y) one percent (1%), with respect to prepayments made after the second anniversary of the Closing Date but on or prior to the third anniversary of the Closing Date, and (z) zero percent (0%), with respect to prepayments made after the third anniversary of the Closing Date. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Non-Consenting Lender is replaced pursuant to Section 2.22 due to such Lender’s failure to approve a consent, waiver, or amendment, such Non-Consenting Lender, as the case maybe, shall be entitled to receive the Applicable Prepayment Premium in connection with such replacement or prepayment in the amount that would have been payable in respect of the Term Loans of such Non-Consenting Lender, as applicable, under this clause (b)(i) had such Term Loans been the subject of a voluntary prepayment at such time; provided, that after any such payment of the Applicable Prepayment Premium to such Non-Consenting Lender pursuant to this sentence, the Applicable Prepayment Premium with respect to that portion of the Term Loans shall be deemed fully satisfied, and notwithstanding anything to the contrary in this clause (b), the Borrower shall not be required to pay any additional premium on or after such date with respect to that portion of the Term Loans.

Call Protection. (i) If all or any part of the principal balance of any Term Loan is paid on or prior to the third fourth anniversary of the Closing Date for any reason (including, but not limited to, whether voluntary or mandatory (other than, for the avoidance of doubt, required amortization payments pursuant to Section 2.11 and mandatory prepayments required pursuant to Sections 2.13(e) and certain prepayments pursuant to the provisions of Section 2.13(g))mandatory, and whether before or after acceleration of the Obligations or the commencement of any Insolvency Proceeding, but in any event (A) including any such prepayment in connection with (I) a Change of Control, (II) an acceleration of the Obligations as a result of the occurrence of an Event of Default, (III) foreclosure and sale of, or collection of, the Collateral, (IV) sale of the Collateral in any Insolvency Proceeding, (V) the 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, or (VI) the termination of this Agreement for any reason, and (B) excluding any prepayment that is required to be made pursuant to the provisions of Sections 2.11Section 2.11 hereof, 2.13(e) and certain any mandatory prepayments made pursuant to any of Sections 2.13(a) (other than Asset Sales constituting a sale of all or substantially all of the provisions assets of 2.13(g) hereofthe Loan Parties or their business lines), Borrowers (b),(e), (f) or (g), Borrower shall pay to Administrative Agent, for the benefit of all Lenders entitled to a portion of such prepayment a premium as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Loans (the “Applicable Prepayment Premium”) equal to (1) the Make-Whole Premium on the principal amount of the Term Loans so prepaid, with respect to prepayments made on or after the Closing Date but prior to the first anniversary of the Closing Date, the Make-Whole Premium or Date and (2) thereafter, the amount of such prepayment multiplied by (x) two three percent (23.00%), with respect to prepayments made on or after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, (y) one two percent (12.00%), with respect to prepayments made on or after the second anniversary of the Closing Date but on or prior to the third anniversary of the Closing Date, and (z) zero one percent (01.00%), with respect to prepayments made on or after the third anniversary of the Closing Date but prior to the fourth anniversary of the Closing Date. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Non-Consenting Lender is replaced pursuant to Section 2.22 due to such Lender’s failure to approve a consent, waiver, or amendmentamendment extending the termination date of any of such Lender’s Loans or the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any of such Lender’s Loans, such Non-Consenting Lender, as the case maybe, shall be entitled to receive the Applicable Prepayment Premium a premium in connection with such replacement or prepayment in the amount that would have been payable in respect of the Term Loans of such Non-Consenting Lender, as applicable, under this clause (b)(i) had such Term Loans been the subject of a voluntary prepayment at such time; provided, that after any such payment of the Applicable Prepayment Premium to such Non-Consenting Lender pursuant to this sentence, the Applicable Prepayment Premium with respect to that portion of the Term Loans shall be deemed fully satisfied, and notwithstanding anything to the contrary in this clause (b), the Borrower shall not be required to pay any additional premium on or after such date with respect to that portion of the Term Loans.

Call Protection. (i) If all or any part All prepayments of the principal balance of any Term Loan is paid on Loans made or required to be made prior to the third anniversary of the Closing Effective Date for any reason (including, but not limited to, whether voluntary or mandatory (other than, for the avoidance of doubt, required amortization payments pursuant to Section 2.11 and mandatory prepayments required pursuant to Sections 2.13(e) and certain prepayments pursuant to the provisions of Section 2.13(g))mandatory, and whether before or after acceleration of the Loan Document Obligations or the commencement of any Insolvency Proceedingbankruptcy or insolvency proceeding, but in any event (A) including any such prepayment in connection with (Iu) a Change of Control, (IIv) an acceleration of the Loan Document Obligations as a result of the occurrence of an Event of Default, (IIIw) foreclosure and sale of, or collection of, the Collateral, (IVx) sale of the Collateral in any Insolvency Proceedinginsolvency proceeding, (Vy) the restructure, reorganization, or compromise of the Loan Document Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceedinginsolvency proceeding, or (VIz) the termination of this Agreement for any reason, and (B) excluding any prepayment that is required to be mandatory prepayments made pursuant to the provisions any of Sections 2.11, 2.13(eSection 2.11(d) and certain prepayments pursuant to the provisions of 2.13(g) hereof(any such prepayment or event described in this Section 2.11(h), Borrowers a “Prepayment Premium Event”)) shall pay to Administrative Agent, for the benefit of all Lenders entitled be subject to a portion of such prepayment a premium as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Loans (the “Applicable Prepayment Premium”) in an amount equal to the product of (1) with respect the principal amount (which shall include accrued and unpaid PIK Interest) subject to prepayments made the Prepayment Premium Event and (2)(x) on any date on or after the Closing Date but prior to the first anniversary of the Closing Effective Date, the Make-Whole Premium or 3.0%, (2y) thereafter, the amount of such prepayment multiplied by (x) two percent (2%), with respect to prepayments made on any date after the first anniversary of the Closing Effective Date but on or prior to the second anniversary of the Closing Effective Date, 2.0% and (yz) one percent (1%), with respect to prepayments made on any date after the second anniversary of the Closing Effective Date but on or prior to the third anniversary of the Closing Effective Date, and 1.0%; provided that (zI) zero percent if an IPO occurs at any time or (0%), with respect to prepayments made II) a Change of Control occurs at any time on or after the third first anniversary of the Closing Effective Date, 50% of the Prepayment Premium (if any) paid by the Borrower hereunder shall be refunded by the Lender in receipt thereof. Notwithstanding anything to the contrary contained in this Agreement, to the extent that (x) any Non-Accepting Lender is replaced pursuant to Section 2.24 or (y) any Non-Consenting Lender is replaced pursuant to Section 2.22 9.02 due to such Lender’s failure to approve a consent, waiver, waiver or amendmentamendment extending the termination date of any of such Lender’s Loans or the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any of such Lender’s Loans, such Non-Accepting Lender or Non-Consenting Lender, as the case maybe, shall be entitled to receive the Applicable Prepayment Premium a premium in connection with such replacement or prepayment in the amount that would have been payable in respect of the Term Loans of such Non-Accepting Lender or such Non-Consenting Lender, as applicable, under this clause (b)(ih)(i) had such Term Loans been the subject of a voluntary prepayment at such time; provided, that after any such payment of the Applicable Prepayment Premium to such Non-Consenting Lender pursuant to this sentence, the Applicable Prepayment Premium with respect to that portion of the Term Loans shall be deemed fully satisfied, and notwithstanding anything to the contrary in this clause (b), the Borrower shall not be required to pay any additional premium on or after such date with respect to that portion of the Term Loans.

Call Protection. In the event that, (i) If all or any part of the principal balance of any Term Loan is paid on or prior to the third anniversary of the Closing Date for any reason (including, but not limited to, whether voluntary or mandatory (other than, for the avoidance of doubt, required amortization payments pursuant to Section 2.11 and mandatory prepayments required pursuant to Sections 2.13(e) and certain prepayments pursuant to the provisions of Section 2.13(g)), and whether before or after acceleration of the Obligations or the commencement of any Insolvency Proceeding, but in any event (A) including any such prepayment in connection with (I) a Change of Control, (II) an acceleration of the Obligations as a result of the occurrence of an Event of Default, (III) foreclosure and sale of, or collection of, the Collateral, (IV) sale of the Collateral in any Insolvency Proceeding, (V) the 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, or (VI) the termination of this Agreement for any reason, and (B) excluding any prepayment that is required to be made pursuant to the provisions of Sections 2.11, 2.13(e) and certain prepayments pursuant to the provisions of 2.13(g) hereof), Borrowers shall pay to Administrative Agent, for the benefit of all Lenders entitled to a portion of such prepayment a premium as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Loans (the “Applicable Prepayment Premium”) equal to (1) with respect to prepayments made on or after the Closing Date but prior to and before the first anniversary of the Closing Date, Borrowers make any voluntary prepayment of all or any portion of the Loans under Section 2.4(d) or make any mandatory prepayment of all or any portion of the Loans under Section 2.4(e) (with the exception of Section 2.4(e)(v)), Borrowers shall pay to Agent for the ratable account of each of the applicable Lenders whose Loans are so prepaid the Make-Whole Premium in connection therewith, or (2ii) thereafteron or after the first anniversary of the Closing Date, Borrowers make any voluntary prepayment of all or any portion of the Loans under Section 2.4(d) or make any mandatory prepayment of all or any portion of the Loans under Section 2.4(e) (with the exception of Section 2.4(e)(v)), Borrowers shall pay to Agent for the ratable account of each of the applicable Lenders whose Loans are so prepaid or repaid a prepayment premium in the amount of (A) 2.00% of the aggregate principal amount of the Loans so prepaid if such prepayment multiplied by (x) two percent (2%), with respect to prepayments made occurs on or after the first anniversary of the Closing Date but on or and prior to the second anniversary of the Closing Date, (yB) one percent (1%), with respect to prepayments made 1.00% of the aggregate principal amount of the Loans so prepaid if such prepayment occurs on or after the second anniversary of the Closing Date but on or and prior to the third anniversary of the Closing Date, and (zC) zero percent (0%), with respect to prepayments made 0.00% of the aggregate principal amount of the Loans so prepaid if such prepayment occurs on or after the third anniversary of the Closing DateDate (such applicable premium, the “Call Premium”). Notwithstanding anything Such applicable amount shall be due and payable on the date of prepayment (whether or not an Event of Default is occurring and prior to and after acceleration of the Loans) and shall be a condition precedent to the contrary contained in this Agreement, to the extent that effectiveness of any Non-Consenting Lender is replaced pursuant to Section 2.22 due to such Lender’s failure to approve a consent, waiver, or applicable amendment, such Non-Consenting Lender, as the case maybe, shall be entitled waiver or other modification referred to receive the Applicable Prepayment Premium in connection with such replacement or prepayment in the amount that would have been payable in respect of the Term Loans of such Non-Consenting Lender, as applicable, under this clause (b)(i) had such Term Loans been the subject of a voluntary prepayment at such time; provided, that after any such payment of the Applicable Prepayment Premium to such Non-Consenting Lender pursuant to this sentence, the Applicable Prepayment Premium with respect to that portion of the Term Loans shall be deemed fully satisfied, and notwithstanding anything to the contrary in this clause (b), the Borrower shall not be required to pay any additional premium on or after such date with respect to that portion of the Term LoansSection 14.2.