Common use of Prepayment Fees Clause in Contracts

Prepayment Fees. The Borrower agrees to pay to each Lender that has Series A Incremental Term Loans (each, a “Series A Incremental Term Loan Lender” and, collectively, the “Series A Incremental Term Loan Lenders”) the following prepayment fees, if any: If on or before the date that is six months after the Second Amendment Effective Date, there occurs any (i) prepayment or repayment of Series A Incremental Term Loans with the proceeds of, or any conversion of such Series A Incremental Term Loans into, any new debt financing or any replacement debt financing, in either case, bearing interest at an “effective” interest rate less than the “effective” interest rate applicable to the Series A Incremental Term Loans (as such comparative rates are determined by the Administrative Agent) or (ii) amendment to the terms of the Series A Incremental Term Loans that, directly or indirectly, reduces the “effective” interest rate applicable to the Series A Incremental Term Loans (in each case, with original issue discount and upfront fees, which shall be deemed to constitute like amounts of original issue discount, being equated to interest margins in a manner consistent with generally accepted financial practice based on an assumed four-year life to maturity) (any such transaction or event described in (i) or (ii) above, a “Repricing Event”), then, simultaneously with the consummation of such Repricing Event, the Borrower shall pay to each Series A Incremental Term Loan Lender that refuses to consent to such amendment (which shall include each Series A Incremental Term Loan Lender that refuses to consent to an amendment if such Series A Incremental Term Loan Lender is required to make a mandatory assignment pursuant to Section 10.13 of the Credit Agreement in connection therewith) a fee (the “Repricing Fee”) in an amount equal to 1.00% of the aggregate principal amount of the Series A Incremental Term Loans so repriced or refinanced in such Repricing Event (such Repricing Fee to be allocated among the Series A Incremental Term Loan Lenders pro rata in accordance with the aggregate amount of Series A Incremental Term Loans of each such Series A Incremental Term Loan Lender so repriced or refinanced).

Prepayment Fees. The Borrower agrees to pay to each Incremental Term Loan Lender that has Series A Incremental Term Loans (each, a “Series A Incremental Term Loan Lender” and, collectively, the “Series A Incremental Term Loan Lenders”) the following prepayment fees, if any: If on or before the date that is six months after the Second Amendment Effective Increased Amount Date, there occurs any (i) prepayment or repayment of Series A Incremental Term Loans with the proceeds of, or any conversion of such Series A Incremental Term Loans into, any new debt financing or any replacement debt financing, in either case, bearing interest at an “effective” interest rate less than the “effective” interest rate applicable to the Series A Incremental Term Loans (as such comparative rates are determined by the Administrative Agent) or and (ii) any amendment to the terms of the Series A Incremental Term Loans Credit Agreement that, directly or indirectly, reduces the “effective” interest rate applicable to the Series A Incremental Term Loans (in each case, with original issue discount and upfront fees, which shall be deemed to constitute like amounts of original issue discount, being equated to interest margins in a manner consistent with generally accepted financial practice based on an assumed four-year life to maturity) (any such transaction or event described in (i) or (ii) above, a “Repricing Event”), then, simultaneously with the consummation of such Repricing Event, the Borrower shall pay to each Series A Incremental Term Loan Lender that refuses to consent to such amendment (which shall include each Series A Incremental Term Loan Lender that refuses to consent to an amendment if such Series A Incremental Term Loan Lender is required to make a mandatory assignment pursuant to Section 10.13 of the Credit Agreement in connection therewith) a fee (the “Repricing Fee”) in an amount equal to 1.00% of the aggregate principal amount of the Series A Incremental Term Loans so repriced or refinanced in such Repricing Event (such Repricing Fee to be allocated among the Series A Incremental Term Loan Lenders pro rata in accordance with the aggregate amount of Series A Incremental Term Loans of each such Series A Incremental Term Loan Lender so repriced or refinanced).

Prepayment Fees. The Borrower agrees to pay to each Incremental Term Loan Lender that has Series A Incremental Term Loans (each, a “Series A Incremental Term Loan Lender” and, collectively, the “Series A Incremental Term Loan Lenders”) the following prepayment fees, if any: If on or before the date that is six months after the Second Amendment Joinder Agreement No. 1 Effective Date, there occurs any (i) prepayment or repayment of Series A Incremental Term Loans with the proceeds of, or any conversion of such Series A Incremental Term Loans into, any new debt financing or any replacement debt financing, in either case, bearing interest at an “effective” interest rate less than the “effective” interest rate applicable to the Series A Incremental Term Loans (as such comparative rates are determined by the Administrative Agent) or (ii) amendment to the terms of the Series A Incremental Term Loans that, directly or indirectly, reduces the “effective” interest rate applicable to the Series A Incremental Term Loans (in each case, with original issue discount and upfront fees, which shall be deemed to constitute like amounts of original issue discount, being equated to interest margins in a manner consistent with generally accepted financial practice based on an assumed four-year life to maturity) (any such transaction or event described in (i) or (ii) above, a “Repricing Event”), then, simultaneously with the consummation of such Repricing Event, the Borrower shall pay to each Series A Incremental Term Loan Lender that refuses to consent to such amendment (which shall include each Series A Incremental Term Loan Lender that refuses to consent to an amendment if such Series A Incremental Term Loan Lender is required to make a mandatory assignment pursuant to Section 10.13 of the Credit Agreement in connection therewith) a fee (the “Repricing Fee”) in an amount equal to 1.00% of the aggregate principal amount of the Series A Incremental Term Loans so repriced or refinanced in such Repricing Event (such Repricing Fee to be allocated among the Series A Incremental Term Loan Lenders pro rata in accordance with the aggregate amount of Series A Incremental Term Loans of each such Series A Incremental Term Loan Lender so repriced or refinanced).

Prepayment Fees. The Borrower agrees to If any Note other than the Revolving Note is prepaid for any reason except in accordance with Section 2.7, the Borrowers shall, jointly and severally, pay to each the Lender that has Series A Incremental Term Loans (each, a “Series A Incremental Term Loan Lender” and, collectively, the “Series A Incremental Term Loan Lenders”) the following prepayment fees, if any: If on or before the date that is six months after the Second Amendment Effective Date, there occurs any (i) prepayment or repayment of Series A Incremental Term Loans with the proceeds of, or any conversion of such Series A Incremental Term Loans into, any new debt financing or any replacement debt financing, in either case, bearing interest at an “effective” interest rate less than the “effective” interest rate applicable to the Series A Incremental Term Loans (as such comparative rates are determined by the Administrative Agent) or (ii) amendment to the terms of the Series A Incremental Term Loans that, directly or indirectly, reduces the “effective” interest rate applicable to the Series A Incremental Term Loans (in each case, with original issue discount and upfront fees, which shall be deemed to constitute like amounts of original issue discount, being equated to interest margins in a manner consistent with generally accepted financial practice based on an assumed four-year life to maturity) (any such transaction or event described in (i) or (ii) above, a “Repricing Event”), then, simultaneously with the consummation of such Repricing Event, the Borrower shall pay to each Series A Incremental Term Loan Lender that refuses to consent to such amendment (which shall include each Series A Incremental Term Loan Lender that refuses to consent to an amendment if such Series A Incremental Term Loan Lender is required to make a mandatory assignment pursuant to Section 10.13 of the Credit Agreement in connection therewith) a fee (the “Repricing Fee”) in an amount equal to 1.00% a percentage of the aggregate principal amount prepaid as follows: (i) two percent (2.0%) if prepayment occurs on or before the first anniversary of the Funding Date; and (ii) one percent (1.0%) if prepayment occurs after the first anniversary of the Funding Date. (3) Waiver of Termination, Line Reduction and Prepayment Fees. (1) The Borrowers will not be required to pay the termination, line reduction and prepayment fees otherwise due under this Section 2.13 if such termination, line reduction or prepayment is made because of refinancing of the Borrowers by an affiliate of the Lender. (2) The Borrowers will not be required to pay the termination, line reduction and prepayment fees otherwise due under this Section 2.13 if such termination, line reduction or prepayment is made within 140 days of notice by the Borrowing Agent to the Lender that a Discretionary Reduction Date has occurred (which notice must be given no more than 10 days following such Discretionary Reduction Date), provided that (A) such Discretionary Reduction Date has in fact occurred and (B) the Lender has not within 10 days of such notice taken action to cure the occurrence (which cure shall be implemented on an ongoing basis in good faith) of such Discretionary Reduction Date. (3) The Borrowers will not be required to pay the prepayment fees otherwise due under Section 2.13(b) if such prepayment is made using proceeds from the operations of the Borrowers. A prepayment will be deemed made using proceeds from the operations of the Borrowers only if (i) such amount is not refinanced from any source during the 90 days following such prepayment; (ii) average daily Aggregate Availability for the 90 days prior to such prepayment is greater than or equal to the sum of (A) the amount of such prepayment plus (B) $1,000,000; (iii) Aggregate Availability on the Series A Incremental Term Loans so repriced date of such prepayment is greater than or refinanced in such Repricing Event equal to the sum of (such Repricing Fee to be allocated among A) the Series A Incremental Term Loan Lenders pro rata in accordance with the aggregate amount of Series A Incremental Term Loans such prepayment plus (B) $1,000,000; and (iv) no Default Period exists at the time of each such Series A Incremental Term Loan Lender so repriced prepayment or refinanced).would exist immediately after or as a result of such prepayment. Section 1.16

Prepayment Fees. The If Borrower agrees to shall pay to each Lender that has Series A Incremental or prepay all or any portion of the Term Loans (each, a “Series A Incremental Term Loan Lender” and, collectively, pursuant to Section 6.2.1 prior to the “Series A Incremental Term Loan Lenders”) second anniversary of the following prepayment fees, if any: If on or before the date that is six months after the Second Amendment Effective Closing Date, there occurs any whether by voluntary prepayment by Borrower, by reason of a mandatory prepayment pursuant to Section 6.2.2 (iexcluding Section 6.2.2(a)(iv), (v) prepayment and (vi)), by reason of the occurrence of an Event of Default or repayment the acceleration of Series A Incremental the Term Loans with the proceeds of, and whether before or any conversion of such Series A Incremental Term Loans into, any new debt financing or any replacement debt financing, in either case, bearing interest at an “effective” interest rate less than the “effective” interest rate applicable to the Series A Incremental Term Loans (as such comparative rates are determined by the Administrative Agent) or (ii) amendment to the terms after acceleration of the Series A Incremental Term Loans thatObligations, directly or indirectly, reduces the “effective” interest rate applicable to the Series A Incremental Term Loans (in each case, with original issue discount and upfront fees, which shall be deemed to constitute like amounts of original issue discount, being equated to interest margins in a manner consistent with generally accepted financial practice based on an assumed four-year life to maturity) (any such transaction or event described in (i) or (ii) above, a “Repricing Event”), then, simultaneously with the consummation of such Repricing Event, the Borrower shall pay to each Series A Incremental Term Loan Lender that refuses to consent to such amendment (which shall include each Series A Incremental Term Loan Lender that refuses to consent to an amendment if such Series A Incremental Term Loan Lender is required Administrative Agent, for the benefit of Lenders as liquidated damages and compensation for the costs of being prepared to make a mandatory assignment pursuant to Section 10.13 of the Credit Agreement in connection therewith) funds available hereunder a fee (the “Repricing Prepayment Fee”) in an amount equal to 1.00% of the aggregate Applicable Percentage (as defined below) multiplied by the principal amount of the Series A Incremental Term Loans so repriced prepaid or refinanced paid after acceleration. As used herein, the term “Applicable Percentage” shall mean (x) two percent (2%), in the case of a prepayment on or prior to the first anniversary of the Closing Date; and (y) one percent (1%), in the case of a prepayment after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date. The Loan Parties agree that the Applicable Percentages are a reasonable calculation of Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early termination of the Term Loans. Notwithstanding the foregoing, in the event Borrower consummates an acquisition or investment involving a Target for cash consideration in excess of the greater of (i) 75% of the enterprise value of the Loan Parties as of the Closing Date and (ii) 75% of the enterprise value of the Loan Parties as of the date of such acquisition or investment prior to the first anniversary of the Closing Date, Borrower shall have the right to prepay the Term Loans (x) subject to an early termination fee of one percent (1%) multiplied by the principal amount of the Term Loans prepaid or paid after acceleration if Borrower has offered Agent and Lenders an opportunity to provide a new term loan facility for such acquisition or investment on terms not less favorable than the terms of this Agreement and Agent and Lenders shall have elected not to participate in such Repricing Event alternate financing and (such Repricing Fee to be allocated among y) without paying an early termination fee if the Series A Incremental Term Loan Agent and Lenders pro rata in accordance with provide the aggregate amount of Series A Incremental Term Loans of each such Series A Incremental Term Loan Lender so repriced or refinanced)alternate financing.

Prepayment Fees. The Borrower agrees to pay to each Lender that has Series A Incremental Term Loans, including for the avoidance of doubt, each Lender that has Series A Incremental Term Loans that were funded on the Pending Acquisition Closing Date (each, a “Series A Incremental Term Loan Lender” and, collectively, the “Series A Incremental Term Loan Lenders”) the following prepayment fees, if any: If on or before the date that is six months after the Second Amendment Effective Increased Amount Date, there occurs any (i) prepayment or repayment of Series A Incremental Term Loans with the proceeds of, or any conversion of such Series A Incremental Term Loans into, any new debt financing or any replacement debt financing, in either case, bearing interest at an “effective” interest rate less than the “effective” interest rate applicable to the Series A Incremental Term Loans (as such comparative rates are determined by the Administrative Agent) or and (ii) any amendment to the terms of the Series A Incremental Term Loans Credit Agreement that, directly or indirectly, reduces the “effective” interest rate applicable to the Series A Incremental Term Loans (in each case, with original issue discount and upfront fees, which shall be deemed to constitute like amounts of original issue discount, being equated to interest margins in a manner consistent with generally accepted financial practice based on an assumed four-year life to maturity) (any such transaction or event described in (i) or (ii) above, a “Repricing Event”), then, simultaneously with the consummation of such Repricing Event, the Borrower shall pay to each Series A Incremental Term Loan Lender that refuses to consent to such amendment (which shall include each Series A Incremental Term Loan Lender that refuses to consent to an amendment if such Series A Incremental Term Loan Lender is required to make a mandatory assignment pursuant to Section 10.13 of the Credit Agreement in connection therewith) a fee (the “Repricing Fee”) in an amount equal to 1.00% of the aggregate principal amount of the Series A Incremental Term Loans so repriced or refinanced in such Repricing Event (such Repricing Fee to be allocated among the Series A Incremental Term Loan Lenders pro rata in accordance with the aggregate amount of Series A Incremental Term Loans of each such Series A Incremental Term Loan Lender so repriced or refinanced).