Common use of Deferred Revolving Loan Origination Fee Clause in Contracts

Deferred Revolving Loan Origination Fee. If Lenders’ funding obligations in respect of the Revolving Loan Commitment under this Agreement terminate or are permanently reduced for any reason ((whether by voluntary termination by Borrowers, by reason of the occurrence of an Event of Default or the automatic termination of the Revolving Loan Commitments (including any automatic termination due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise)) prior to the Maturity Date, Borrowers shall pay to Agent on the date of such reduction, for the benefit of all Lenders committed to make Revolving Loans on the Closing Date, a fee (the “Deferred Revolving Loan Origination Fee”) as compensation for the costs of such Lenders being prepared to make funds available to Borrowers under this Agreement, equal to an amount determined by multiplying the amount of the Revolving Loan Commitment so terminated or permanently reduced by the following applicable percentage amount: (x) three percent (3.00%) for the first year following the Closing Date, (y) two percent (2.00%) for the second year following the Closing Date, and (z) one percent (1.00%) thereafter. Notwithstanding the foregoing, the Deferred Revolving Loan Origination Fee shall not apply to or be assessed upon (A) any Revolving Loan Commitment termination that is the result of a refinancing of the Revolving Loans in full prior to the Maturity Date by Agent or an Affiliate of Agent or (B) any Revolving Loan Commitment termination that is the result of Agent’s delivery of a Revolving Loan Termination Notice pursuant to Section 2.12(c). All fees payable pursuant to this paragraph shall be deemed fully-earned and non-refundable as of the Closing Date.

Deferred Revolving Loan Origination Fee. If Lenders’ ' funding obligations in respect of the Revolving Loan Commitment under this Agreement terminate or are permanently reduced for any reason ((whether by voluntary termination by Borrowers, by reason of the occurrence of an Event of Default or the automatic termination of the Revolving Loan Commitments (including any automatic termination due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise)) prior to the Maturity Commitment Expiry Date, Borrowers shall pay to Agent on the date of such reductionAgent, for the benefit of all Lenders committed to make Revolving Loans on the Closing Date, a fee (the “Deferred Revolving Loan Origination Fee”) as compensation for the costs of such Lenders being prepared to make funds available to Borrowers under this Agreement, equal to an amount determined by multiplying the amount of the Revolving Loan Commitment so terminated or permanently reduced by the following applicable percentage amount: (xi) three percent (3.003.0%) for the period commencing on the Closing Date and ending on the first year following anniversary of the Closing Date, (yii) two percent (2.002.0%) for the period commencing on the first anniversary of the Closing Date and ending on the second year following anniversary of the Closing Date, and (ziii) one percent (1.001.0%) for the period commencing on the second anniversary of the Closing Date and ending one hundred eighty (180) days prior to the Commitment Expiry Date, and (iv) zero percent (0%) thereafter. Notwithstanding the foregoing, the Deferred Revolving Loan Origination Fee shall not apply to or be assessed upon (A) any Revolving Loan Commitment termination that is the result of a refinancing of the Revolving Loans in full prior to the Maturity Date by Agent or an Affiliate of Agent or (B) any Revolving Loan Commitment termination that is the result of Agent’s delivery of a Revolving Loan Termination Notice pursuant to Section 2.12(c). All fees payable pursuant to this paragraph shall be deemed fully-fully earned and non-refundable as of the Closing Date.

Deferred Revolving Loan Origination Fee. If Lenders’ funding obligations in respect of the Revolving Loan Commitment under this Agreement terminate or are permanently reduced for any reason ((whether by voluntary termination by Borrowers, by reason of the occurrence of an Event of Default or the automatic termination of the Revolving Loan Commitments (including any automatic termination due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise)) prior to the Maturity DateDate (but excluding, for the avoidance of doubt, prepayments of Revolving Loans made pursuant to Section 2.1(b)(iii)), Borrowers shall pay to Agent on the date of such termination or reduction, for the benefit of all Lenders committed to make Revolving Loans on the Closing Date, a fee (the “Deferred Revolving Loan Origination Fee”) as compensation for the costs of such Lenders being prepared to make funds available to Borrowers under this Agreement, equal to an amount determined by multiplying the amount of the Revolving Loan Commitment so terminated or permanently reduced by the following applicable percentage amount: (x) three percent (3.00%) for to but excluding the first year following anniversary of the Closing Date, (y) two percent (2.00%) for on and after the first anniversary of the Closing Date to but excluding the second year following anniversary of the Closing Date, and (z) one percent (1.00%) thereafter. Notwithstanding the foregoing, the Deferred Revolving Loan Origination Fee shall not apply to or be assessed upon (A) any Revolving Loan Commitment termination that is the result of a refinancing of the Revolving Loans in full prior to the Maturity Date by Agent or an Affiliate of Agent or (B) any Revolving Loan Commitment termination that is the result of Agent’s delivery of a Revolving Loan Termination Notice pursuant to Section 2.12(c). All fees payable pursuant to this paragraph shall be deemed fully-earned when due and payable and non-refundable as of the Closing Dateonce paid.

Deferred Revolving Loan Origination Fee. If Lenders’ funding obligations in respect of the Revolving Loan Commitment under this Agreement terminate or are permanently reduced for any reason ((whether by voluntary termination by Borrowers, by reason of the occurrence of an Event of Default or otherwise) other than as a result of a refinancing of 100% of the automatic termination of Loans by Agent and all Lenders prior to the Commitment Expiry Date and other than the reduction in the Revolving Loan Commitments (including any automatic termination due to Commitment on the occurrence of an Event of Default described in Section 10.1(f)) or otherwise)) prior to the Maturity First Amendment Effective Date, Borrowers shall pay to Agent on the date of such reductiontermination, for the benefit of all Lenders committed to make Revolving Loans on the Closing Date, a fee (the “Deferred Revolving Loan Origination Fee”) as compensation for the costs of such Lenders being prepared to make funds available to Borrowers under this Agreement, equal to an amount determined by multiplying the amount of the Revolving Loan Commitment so terminated or permanently reduced by the following applicable percentage amount: (x) three percent (3.003%) for the first year following the Closing Fourth Amendment Effective Date, (y) two percent (2.002%) for the second year following the Closing Fourth Amendment Effective Date, and (z) one percent (1.001%) thereafter. Notwithstanding the foregoing, the Deferred Revolving Loan Origination Fee shall not apply to or be assessed upon (A) any Revolving Loan Commitment termination that is the result of a refinancing of the Revolving Loans in full prior to the Maturity Date by Agent or an Affiliate of Agent or (B) any Revolving Loan Commitment termination that is the result of Agent’s delivery of a Revolving Loan Termination Notice pursuant to Section 2.12(c). All fees payable pursuant to this paragraph shall be deemed fully-fully earned and non-refundable as of the Closing Date.”

Deferred Revolving Loan Origination Fee. If Lenders’ funding obligations in respect of the Revolving Loan Commitment under this Agreement terminate or are permanently reduced for any reason ((whether by voluntary termination by Borrowers, by reason of the occurrence of an Event of Default or the automatic termination of the Revolving Loan Commitments (including any automatic termination due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise)) prior to the Maturity Date, Borrowers shall pay to Agent on the date of such reduction, for the benefit of all Lenders committed to make Revolving Loans on the Closing Date, a fee (the “Deferred Revolving Loan Origination Fee”) as compensation for the costs of such Lenders being prepared to make funds available to Borrowers under this Agreement, equal to an amount determined by multiplying the amount of the Revolving Loan Commitment so terminated or permanently reduced by the following applicable percentage amount: (x) three four percent (3.004.0%) for the first year following the Closing Sixth Amendment Effective Date, three percent (y3.0%) for the second year following the Sixth Amendment Effective Date, two percent (2.00%) for the second third year following the Closing Sixth Amendment Effective Date, and (z) one zero percent (1.000.0%) thereafter. Notwithstanding the foregoing, the The Deferred Revolving Loan Origination Fee shall not apply to or be assessed upon (A) any Revolving Loan Commitment termination that is the result of a refinancing of the Revolving Loans in full prior to the Maturity Date by Agent or an Affiliate all of Agent or (B) any Revolving Loan Commitment termination that is the result of Agent’s delivery of a Revolving Loan Termination Notice pursuant to Section 2.12(c)Lenders. All fees payable pursuant to this paragraph shall be deemed fully-earned and non-refundable as of the Closing Date.”

Deferred Revolving Loan Origination Fee. If Lenders’ funding obligations in respect of the Revolving Loan Commitment under this Agreement terminate or are permanently reduced for any reason ((whether by voluntary termination by Borrowers, by reason of the occurrence of an Event of Default or the automatic termination of the Revolving Loan Commitments (including any automatic termination due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise)) prior to the Maturity Date, Borrowers shall pay to Agent on the date of such reduction, for the benefit of all Lenders committed to make Revolving Loans on the Closing Date, a fee (the “Deferred Revolving Loan Origination Fee”) as compensation for the costs of such Lenders being prepared to make funds available to Borrowers under this Agreement, equal to an amount determined by multiplying the amount of the Revolving Loan Commitment so terminated or permanently reduced by the following applicable percentage amount: (xw) three percent (3.00%) for if such termination or reduction occurs on or prior to the first year following anniversary of the Closing Second Amendment Effective Date, (yx) two percent (2.00%) for if such termination or reduction occurs after the first anniversary of the Second Amendment Effective Date but on or prior to the second year following anniversary of the Closing Second Amendment Effective Date, and (zy) one percent (1.00%) if such termination or reduction occurs after the second anniversary of the Second Amendment Effective Date but on or prior to the third anniversary of the Second Amendment Effective Date, and (z) zero percent (0%) thereafter. Notwithstanding ; provided that, notwithstanding the foregoing, so long as at all times on and after the Deferred Third Amendment Effective Date, Revolving Loan Origination Fee Outstandings are $0, no fee under this Section 2.2(g) shall not apply be applicable to the termination or be assessed upon (A) any permanent reduction of the Revolving Loan Commitment termination that is after the result of a refinancing of the Revolving Loans in full prior to the Maturity Date by Agent or an Affiliate of Agent or (B) any Revolving Loan Commitment termination that is the result of Agent’s delivery of a Revolving Loan Termination Notice pursuant to Section 2.12(c)Third Amendment Effective Date. All fees payable pursuant to this paragraph shall be deemed fully-earned on of the Closing Date and non-refundable as of the Closing Dateonce paid.”

Deferred Revolving Loan Origination Fee. If Lenders’ funding obligations in respect of the Revolving Loan Commitment under this Agreement terminate or are permanently reduced for any reason ((whether by voluntary termination by Borrowers, by reason of the occurrence of an Event of Default or the automatic termination of the Revolving Loan Commitments (including any automatic termination due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise)) prior to the Maturity Date, Borrowers shall pay to Agent on the date of such reduction, for the benefit of all Lenders committed to make Revolving Loans on the Closing Date, a fee (the “Deferred Revolving Loan Origination Fee”) as compensation for the costs of such Lenders being prepared to make funds available to Borrowers under this Agreement, equal to an amount determined by multiplying the amount of the Revolving Loan Commitment so terminated or permanently reduced by the following applicable percentage amount: (x) three percent (3.003.0%) for the first year following the Closing Date, (y) two percent (2.002.0%) for the second year following the Closing Date, and (z) one percent (1.001.0%) thereafter. Notwithstanding the foregoing, the Deferred Revolving Loan Origination Fee shall not apply to or be assessed upon (A) any Revolving Loan Commitment termination that is the result of a refinancing of the Revolving Loans in full prior to the Maturity Date by Agent or an Affiliate of Agent or (B) any Revolving Loan Commitment termination that is the result of Agent’s delivery of a Revolving Loan Termination Notice pursuant to Section 2.12(c). All fees payable pursuant to this paragraph shall be deemed fully-earned and non-refundable as of the Closing Date.

Deferred Revolving Loan Origination Fee. If Lenders’ funding obligations in respect of the Revolving Loan Commitment under this Agreement terminate or are permanently reduced for any reason ((whether by voluntary termination by Borrowers, by reason of the occurrence of an Event of Default or the automatic termination of the Revolving Loan Commitments (including any automatic termination due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise)) prior to the Maturity Date, Borrowers shall pay to Agent Agent, on the date of such termination or reduction, for the benefit of all Lenders committed to make Revolving Loans on the Closing Date, a fee (the “Deferred Revolving Loan Origination Fee”) as compensation for the costs of such Lenders being prepared to make funds available to Borrowers under this Agreement, equal to an amount determined by multiplying the amount of the Revolving Loan Commitment so terminated or permanently reduced by the following applicable percentage amount: (x) three and one half percent (3.003.50%) for if such termination or reduction occurs during the period from the Closing Date until, but not including, the first year anniversary following the Closing Date, (y) two and one half percent (2.002.50%) for if such termination or reduction occurs during period from the first anniversary following the Closing Date until, but not including, the second year anniversary following the Closing Date, and (z) one and one half percent (1.001.50%) thereafter. Notwithstanding if such termination or reduction occurs during the foregoing, period from and after the Deferred Revolving Loan Origination Fee shall not apply to or be assessed upon (A) any Revolving Loan Commitment termination that is the result of a refinancing second anniversary of the Revolving Loans in full prior to the Maturity Date by Agent or an Affiliate of Agent or (B) any Revolving Loan Commitment termination that is the result of Agent’s delivery of a Revolving Loan Termination Notice pursuant to Section 2.12(c)Closing Date. All fees payable pursuant to this paragraph shall be deemed fully-fully earned when due and payable and, once paid, shall be non-refundable as of the Closing Daterefundable.”

Deferred Revolving Loan Origination Fee. If Lenders’ funding obligations in respect of the Revolving Loan Commitment under this Agreement terminate or are permanently reduced for any reason ((whether by voluntary termination by Borrowers, by reason of the occurrence of an Event of Default or otherwise) other than as a result of a refinancing of 100% of the automatic termination of Loans by Agent and all Lenders prior to the Commitment Expiry Date and other than the reduction in the Revolving Loan Commitments (including any automatic termination due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise)) prior to the Maturity Commitment on First Amendment Effective Date, Borrowers shall pay to Agent on the date of such reductiontermination, for the benefit of all Lenders committed to make Revolving Loans on the Closing Date, a fee (the “Deferred Revolving Loan Origination Fee”) as compensation for the costs of such Lenders being prepared to make funds available to Borrowers under this Agreement, equal to an amount determined by multiplying the amount of the Revolving Loan Commitment so terminated or permanently reduced by the following applicable percentage amount: (x) three percent (3.003%) for the first year following the Closing ClosingFirst Amendment Effective Date, (y) two percent (2.002%) for the second year following the Closing ClosingFirst Amendment Effective Date, and (z) one percent (1.001%) thereafter. Notwithstanding the foregoing, the Deferred Revolving Loan Origination Fee shall not apply to or be assessed upon (A) any Revolving Loan Commitment termination that is the result of a refinancing of the Revolving Loans in full prior to the Maturity Date by Agent or an Affiliate of Agent or (B) any Revolving Loan Commitment termination that is the result of Agent’s delivery of a Revolving Loan Termination Notice pursuant to Section 2.12(c). All fees payable pursuant to this paragraph shall be deemed fully-fully earned and non-refundable as of the Closing Date.

Deferred Revolving Loan Origination Fee. If Lenders’ funding obligations in respect of the Revolving Loan Commitment under this Agreement terminate or are permanently reduced for any reason ((whether by voluntary termination by Borrowers, by reason of the occurrence of an Event of Default or the automatic termination of the Revolving Loan Commitments (including any automatic termination due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise)) prior to the Maturity Date, Borrowers shall pay to Agent on the date of such reduction, for the benefit of all Lenders committed to make Revolving Loans on the Closing Date, a fee (the “Deferred Revolving Loan Origination Fee”) as compensation for the costs of such Lenders being prepared to make funds available to Borrowers under this Agreement, equal to an amount determined by multiplying the amount of the Revolving Loan Commitment so terminated or permanently reduced by the following applicable percentage amount: (x) three percent (3.003.0%) for if such prepayment occurs on or prior to the first year following anniversary of the Closing Date, (y) two percent (2.002.0%) for if such prepayment occurs after the first anniversary of the Closing Date but on or prior to the second year following anniversary of the Closing Date, and (z) one percent (1.001.0%) thereafter. Notwithstanding if such prepayment occurs after the foregoing, the Deferred Revolving Loan Origination Fee shall not apply to or be assessed upon (A) any Revolving Loan Commitment termination that is the result of a refinancing second anniversary of the Revolving Loans in full Closing Date and prior to the Maturity Date by Agent or an Affiliate of Agent or (B) any Revolving Loan Commitment termination that is the result of Agent’s delivery of a Revolving Loan Termination Notice pursuant to Section 2.12(c)Date. All fees payable pursuant to this paragraph shall be deemed fully-earned and non-refundable as of the Closing Date.

Deferred Revolving Loan Origination Fee. If Lenders’ funding obligations in respect of the Revolving Loan Commitment under this Agreement terminate or are permanently reduced for any reason ((whether by voluntary termination by Borrowers, by reason of the occurrence of an Event of Default or the automatic termination of the Revolving Loan Commitments (including any automatic termination due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise)) prior to the Maturity Date, Borrowers shall pay to Agent Agent, on the date of such termination or reduction, for the benefit of all Lenders committed to make Revolving Loans on the Closing Date, a fee (the “Deferred Revolving Loan Origination Fee”) as compensation for the costs of such Lenders being prepared to make funds available to Borrowers under this Agreement, equal to an amount determined by multiplying the amount of the Revolving Loan Commitment so terminated or permanently reduced by the following applicable percentage amount: (x) three percent (3.00%) for [●] if such termination or reduction occurs during the period from the Closing Date until, but not including, the first year anniversary following the Closing Date, (y) two percent (2.00%) for [●] if such termination or reduction occurs during period from the first anniversary following the Closing Date until, but not including, the second year anniversary following the Closing Date, and (z) one percent (1.00%) thereafter. Notwithstanding [●] if such termination or reduction occurs during the foregoing, period from and after the Deferred Revolving Loan Origination Fee shall not apply to or be assessed upon (A) any Revolving Loan Commitment termination that is the result of a refinancing second anniversary of the Revolving Loans in full prior to the Maturity Date by Agent or an Affiliate of Agent or (B) any Revolving Loan Commitment termination that is the result of Agent’s delivery of a Revolving Loan Termination Notice pursuant to Section 2.12(c)Closing Date. All fees payable pursuant to this paragraph shall be deemed fully-fully earned when due and payable and, once paid, shall be non-refundable as of the Closing Daterefundable.

Deferred Revolving Loan Origination Fee. If Lenders’ funding obligations in respect of the Revolving Loan Commitment under this Agreement terminate or are permanently reduced for any reason ((whether by voluntary termination by Borrowers, by reason of the occurrence of an Event of Default or the automatic termination of the Revolving Loan Commitments (including any automatic termination due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise)) prior to the Maturity Date, Borrowers shall pay to Agent on the date of such reduction, for the benefit of all Lenders committed to make Revolving Loans on the Closing Date, a fee (the “Deferred Revolving Loan Origination Fee”) as compensation for the costs of such Lenders being prepared to make funds available to Borrowers under this Agreement, equal to an amount determined by multiplying the amount of the Revolving Loan Commitment so terminated or permanently reduced by the following applicable percentage amount: (xw) three percent (3.003.0%) for if such prepayment occurs on or prior to the first year following anniversary of the Closing Date, (x) two percent (2.0%) if such prepayment occurs after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, (y) two one percent (2.001.0%) for if such prepayment occurs after the second year following anniversary of the Closing Date and prior to or on the third anniversary of the Closing Date, and (z) one zero percent (1.000%) thereafter. Notwithstanding if such prepayment occurs after the foregoing, the Deferred Revolving Loan Origination Fee shall not apply to or be assessed upon (A) any Revolving Loan Commitment termination that is the result of a refinancing third anniversary of the Revolving Loans in full prior to the Maturity Date by Agent or an Affiliate of Agent or (B) any Revolving Loan Commitment termination that is the result of Agent’s delivery of a Revolving Loan Termination Notice pursuant to Section 2.12(c)Closing Date. All fees payable pursuant to this paragraph shall be deemed fully-earned and non-refundable as of the Closing Date.

Deferred Revolving Loan Origination Fee. If Lenders’ funding obligations in respect of the Revolving Loan Commitment under this Agreement terminate or are permanently reduced for any reason ((whether by voluntary termination by Borrowers, by reason of the occurrence of an Event of Default or the automatic termination of the Revolving Loan Commitments (including any automatic termination due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise)) prior to the Maturity Date, Borrowers shall pay to Agent on the date of such reduction, for the benefit of all Lenders committed to make Revolving Loans on the Closing Date, a fee (the “Deferred Revolving Loan Origination Fee”) as compensation for the costs of such Lenders being prepared to make funds available to Borrowers under this Agreement, equal to an amount determined by multiplying the amount of the Revolving Loan Commitment so terminated or permanently reduced by the following applicable percentage amount: (xw) three percent (3.00%) for if such termination or reduction occurs on or prior to the first year following anniversary of the Closing Second Amendment Effective Date, (yx) two percent (2.00%) for if such termination or reduction occurs after the first anniversary of the Second Amendment Effective Date but on or prior to the second year following anniversary of the Closing Second Amendment Effective Date, and (zy) one percent (1.00%) thereafter. Notwithstanding if such termination or reduction occurs after the foregoing, the Deferred Revolving Loan Origination Fee shall not apply to or be assessed upon (A) any Revolving Loan Commitment termination that is the result of a refinancing second anniversary of the Revolving Loans in full Second Amendment Effective Date but on or prior to the Maturity Date by Agent or an Affiliate third anniversary of Agent or the Second Amendment Effective Date, and (Bz) any Revolving Loan Commitment termination that is the result of Agent’s delivery of a Revolving Loan Termination Notice pursuant to Section 2.12(c)zero percent (0%) thereafter. All fees payable pursuant to this paragraph shall be deemed fully-earned on of the Closing Date and non-refundable as of the Closing Dateonce paid.”