Loan Call Protection. All prepayments of the Term Loans made or required to be made prior to the third anniversary of the Closing Date (whether voluntary or mandatory, as applicable, and whether before or after acceleration of the Obligations or the commencement of any bankruptcy or insolvency proceeding, but excluding mandatory prepayments made pursuant to Section 2.10(e) and (f) shall be subject to a premium (to be paid to Administrative Agent for the benefit of the Term Loan Lenders 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 the amount of such prepayment multiplied by (I) three percent (3.0%), with respect to prepayments made on or after the Closing Date but prior to the first anniversary of the Closing Date, (II) two percent (2.0%) with respect to prepayments made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, (III) one percent (1.0%) with respect to prepayments made on or after the second anniversary of the Closing Date but prior to the third anniversary of the Closing Date and (IV) thereafter zero percent (0.0%); provided that, notwithstanding the foregoing, no prepayments made pursuant to Section 2.10(c) shall be subject to any Applicable Prepayment Premium unless and except to the extent that Asset Sales are consummated that result in Net Cash Proceeds in excess of an amount equal to 25% of the aggregate principal amount of the Term Loans outstanding on 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 10.02(e) due to such Lender’s failure to approve a consent, waiver or amendment, as the case may be, such Non-Consenting Lender shall be entitled to receive 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 (j) had such Term Loans been the subject of a voluntary prepayment at such time. On or after the third anniversary of the Closing Date, no premiums shall be payable pursuant to this Section 2.10(j) in connection with any prepayments of the Term Loans other than LIBOR funding breakage costs as required under the terms of this Agreement.
Loan Call Protection. At the time of the effectiveness of any Repricing Event that is consummated on or prior to the date that is six months after the Closing Date, the primary purpose of which is to lower the Effective Yield on the initial Term Loans, the Borrower agrees to pay on the date of effectiveness of such Repricing Event to the Administrative Agent, for the ratable account of each applicable Term Loan Lender, 1.00% of the portion of the principal amount of the initial Term Loans held by such Term Loan Lender at the time of such Repricing Event that is affected by such Repricing Event in the manner set forth in the definition of Repricing Event.
Loan Call Protection. In the event that the Tranche B Term Loans are repaid or prepaid in whole or in part on or prior to the second anniversary of the Closing Date, other than prepayments pursuant to subsections 2.4B(iv)(a), (b), (c) and (e), Company shall pay to Lenders having any Tranche B Term Loan Exposure a prepayment premium on the amount repaid or prepaid as follows: Relevant Period Prepayment premium as a percentage of the amount so repaid or prepaid On or prior to the first anniversary of the Closing Date 2 % On or prior to the second anniversary of the Closing Date 1 %
Loan Call Protection. At the time of the effectiveness of any Repricing Event that is consummated during the period from the Closing Date to the six-month anniversary of the Closing Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with Initial Term B Loans that are either repaid, converted or subjected to a pricing reduction or amendment (including the Initial Term B Loans of any Non-Consenting Lender replaced pursuant to Section 2.23 in connection with such conversion or amendment), in each case, in connection with such Repricing Event, a fee in an amount equal to 1.00% of (x) in the case of a Repricing Event described in clause (a) of the definition thereof, the aggregate principal amount of all Initial Term B Loans prepaid (or converted) in connection with such Repricing Event and (y) in the case of a Repricing Event described in clause (b) of the definition thereof, the aggregate principal amount of all Initial Term B Loans outstanding on such date that are subject to an effective pricing reduction pursuant to such Repricing Event. Such fees shall be earned, due and payable upon the date of the effectiveness of such Repricing Event.
Loan Call Protection. At the time of the effectiveness of any Repricing Event that is consummated during the period commencing on or prior to the six month anniversary of the Third Amendment Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with Initial Term Loans that are either repaid, converted or subjected to a pricing reduction or amendment (including the Initial Term Loans of any Non-Consenting Lender replaced pursuant to Section 2.23 in connection with such conversion or amendment) in connection with such Repricing Event, a fee in an amount equal to 1.0% of (i) in the case of a Repricing Event described in clause (a) of the definition thereof, the aggregate principal amount of all Initial Term Loans prepaid (or converted) in connection with such Repricing Event and (ii) in the case of a Repricing Event described in clause (b) of the definition thereof, the aggregate principal amount of all Initial Term Loans outstanding on such date that are subject to an effective pricing reduction pursuant to such Repricing Event. Such fees shall be earned, due and payable upon the date of the effectiveness of such Repricing Event.
Loan Call Protection. At the time of the effectiveness of any Repricing Event that is consummated on or prior to the date that is six (6) months after the First Amendment Effective Date, the Borrowers agree to pay on a joint and several basis on the date of effectiveness of such Repricing Event to the Administrative Agent, for the ratable account of each applicable Term Loan Lender, 1.00% of the portion of the principal amount of the Term B-1 Loans held by such Lender at the time of such Repricing Event that is affected by such Repricing Event in the manner set forth in the definition of Repricing Event.
Loan Call Protection. (i) Any prepayment or repayment with respect to all or any portion of the Term Loans with the proceeds of, or any conversion of Term Loans into, any new or replacement tranche of term loans bearing interest at an “effective” interest rate less than the “effective” interest rate applicable to the Term Loans (as such comparative rates are determined by the Administrative Agent) and (ii) any amendment to the Term Facility that, directly or indirectly, reduces the “effective” interest rate applicable to the Term Loans (in each case, with original issue discount (“OID”) and upfront fees (but excluding customary arranging, underwriting or similar fees not shared with all relevant Lenders), which shall be deemed to constitute like amounts of OID, being equated to interest rate margins in a manner consistent with generally accepted financial practice based on an assumed four year or lesser remaining life to maturity), including any mandatory assignment in connection therewith with respect to a Non-Consenting Lender who did not provide consent to such prepayment or amendment, as applicable, shall be accompanied by a prepayment premium equal to 1.0% of the principal amount of such prepayment or of the Term Loans so affected by such conversion or amendment, as applicable, if such prepayment is made or conversion or amendment is effected prior to the first anniversary of the Closing Date. Any such determination by the Administrative Agent as contemplated in the preceding sentence shall be conclusive and binding on the Borrower and each Lender absent manifest error.
Loan Call Protection. (i) Any prepayment with respect to all or any portion of the Term Loans under Section 2.09(a) or Section 2.09(c)(iii) or (iv), in each case other than in connection with the occurrence of a Change of Control, shall be accompanied by a prepayment premium equal to (A) 2.0% of the principal amount of such prepayment, if such prepayment is made on or prior to the date that is twelve months after the Closing Date or (B) 1.0% of the principal amount of such prepayment, if such prepayment is made after the date that is twelve months after the Closing Date and on or prior to the date that is twenty-four months after the Closing Date.
Loan Call Protection. At the time of the effectiveness of any Repricing Event that is consummated on or prior to the date that is two (2) years after the First Amendment Effective Date and upon any prepayment or repayment (whether mandatory or optional) (other than mandatory prepayments pursuant to Section 2.10(e) or (f)) of the Loans, in each case on or prior to the date that is two (2) years after the First Amendment Effective Date, the Borrowers agree to pay on a joint and several basis on the date of effectiveness of such Repricing Event or the date of such prepayment or repayment, as aplicable, to the Administrative Agent, for the ratable account of each applicable Lender, a premium equal to: (i) if such Repricing Event is consummated or such prepayment or repayment occurs, in each case on or prior to the date that is one (1) year after the First Amendment Effective Date, 2.0% of the principal amount of the Loans held by such Lender at the time of such Repricing Event that is affected by such Repricing Event in the manner set forth in the definition of Repricing Event or 2.0% the principal amount of such prepayment or repayment, as the case may be and (ii) if such Repricing Event is consummated or such prepayment or repayment occurs, in each case after the date that is one (1) year after the First Amendment Effective Date but on or prior to the date that is two (2) years after the First Amendment Effective Date, 1.0% of the principal amount of the Loans held by such Lender at the time of such Repricing Event that is affected by such Repricing Event in the manner set forth in the definition of Repricing Event or 1.0% the principal amount of such prepayment or repayment, as the case may be.
Loan Call Protection. In the event that, prior to the second anniversary of the Closing Date, the Borrower makes any prepayment or repayment of Initial Term Loans pursuant to Section 2.10(a), 2.10(c) and 2.10(d) , (ii) the Borrower makes any prepayment or repayment of Initial Term Loans in whole or in part following a Change in Control or an acceleration of the Initial Term Loans (with the date of such prepayment or repayment, for purposes of calculating the payment required pursuant to this Section 2.10(i), to be deemed to be the date on which such Change in Control or acceleration of the Initial Term Loans occurs) or (iii) the Borrower replaces any Lender in accordance with Section 2.16(b)(iv), in each case, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the Lenders holding Initial Term Loans (including any Lender that is replaced pursuant to Section 2.16(b)(iv)), a premium equal to (x) if such event occurs prior to the first anniversary of the Closing Date, 2.00% and (y) if such event occurs on or after the first anniversary but prior to the second anniversary of the Closing Date, 1.00% of the aggregate principal amount of the Initial Term Loans being prepaid or repaid (or mandatorily assigned) (such premiums, the “Prepayment Premium”). Without limiting the generality of the foregoing, it is understood and agreed that if the Initial Term Loans are accelerated or otherwise become due prior to the Maturity Date, in each case, in respect of any Event of Default (including upon the occurrence of an Event of Default under Section 8.01(g) or 8.01(h) (including the acceleration of claims by operation of law)), any Prepayment Premium that would otherwise be applicable with respect to a prepayment of the Initial Term Loans at such time pursuant to Section 2.10(a) will also be due and payable on the date of such acceleration or such other prior due date as though the Initial Term Loans were voluntarily prepaid as of such date and shall constitute part of the Senior Credit 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 loss as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Lender and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO S...
