Common use of Prepayment indemnity Clause in Contracts

Prepayment indemnity. If the Borrower shall, subject always to Clause 5.3 or Clause 5.4 (as the case may be) , make a prepayment on a Business Day other than the last day of an Interest Period in respect of the whole or any part of the Loan, it shall, in addition to the amount prepaid, any Prepayment Fee and accrued interest, pay to the Lender any amount which the Lender may certify is necessary to compensate the Lender for any Break Costs incurred by the Lender as a result of the making of the prepayment in question. The Borrower shall also pay on demand, in all circumstances and irrespective of the date on which any prepayment is made, such amount as the Lender as Swap Provider shall certify as shall be necessary to compensate the Lender for any losses under the Hedging Agreement arising out of such prepayment or any payment deferral under Clause 5.9. The Hedging Agreement shall be adjusted by the Lender upon (i) any prepayment howsoever made or (ii) any payment deferral under Clause 5.9, to reflect such prepayment or payment deferral (as the case may be). No further fees or penalties shall be payable in respect of any such prepayment or deferral. The Borrower shall be entitled to be credited with and the Lender agrees to pay to the Borrower any Break Gains subject always to any right of set-off on the part of the Lender and provided no Potential Event of Default or Event of Default shall have occurred.

Prepayment indemnity. If (i) The Borrower may any time and from time to time, upon notice to the Borrower shallAdministrative Agent pursuant to delivery to the Administrative Agent of a duly executed notice of loan prepayment substantially consistent (where applicable) with Exhibit L (Notice of Loan Prepayment) to the Credit Agreement, prepay the Incremental Term A-4 Loans made to it, in whole or in part, without penalty or premium (subject always to Clause 5.3 or Clause 5.4 (as the case may be) , make a prepayment on a Business Day other than the last day of an Interest Period in respect subsection 4.10 of the whole or Credit Agreement); provided that such notice must be received by the Administrative Agent three (3) Business Days prior to the date fixed for such prepayment. Each such notice shall specify the date and amount of prepayment and the interest to be paid on the prepayment date with respect to such principal amount being prepaid. Upon the receipt of any part such notice the Administrative Agent shall promptly notify the Incremental Term A-4 Lenders thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with the amounts due pursuant to Section 4.10 of the Loan, it shall, in addition Credit Agreement and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any Prepayment Fee and accrued interest, pay to the Lender any amount which the Lender may certify is necessary to compensate the Lender for any Break Costs incurred by the Lender as notice of prepayment under this clause (h)(i) if such prepayment would have resulted from a result refinancing of the making of the prepayment in questionIncremental Term A-4 Loans or other transaction, which refinancing or other transaction shall not have been consummated or shall have otherwise been delayed. The Borrower shall also pay on demand, in all circumstances and irrespective of the date on which any prepayment is made, such amount as the Lender as Swap Provider shall certify as Partial prepayments pursuant to this clause (h) shall be necessary to compensate the Lender for any losses under the Hedging Agreement arising out in a principal amount of such prepayment $1,000,000 or any payment deferral under Clause 5.9. The Hedging Agreement shall be adjusted by the Lender upon (i) any prepayment howsoever made or (ii) any payment deferral under Clause 5.9, to reflect such prepayment or payment deferral (as the case may be). No further fees or penalties shall be payable a whole multiple of $500,000 in respect of any such prepayment or deferral. The Borrower shall be entitled to be credited with and the Lender agrees to pay to the Borrower any Break Gains subject always to any right of set-off on the part of the Lender and provided no Potential Event of Default or Event of Default shall have occurredexcess thereof.

Prepayment indemnity. If (i) The Borrower may any time and from time to time, upon notice to the Borrower shallAdministrative Agent and the New Incremental Term Loan Lead Arranger pursuant to delivery to the Administrative Agent and the New Incremental Term Loan Lead Arranger of a duly executed notice of loan prepayment substantially consistent (where applicable) with Exhibit L (Notice of Loan Prepayment) to the Credit Agreement, prepay any New Incremental Term Loan made to it, in whole or in part, without penalty or premium; provided, that all such voluntary prepayments shall be subject always to Clause 5.3 or Clause 5.4 (as the case may be) , make a prepayment on a Business Day other than the last day of an Interest Period in respect Section 4.10 of the whole or Credit Agreement, provided, further, that such notice must be received by the Administrative Agent and the New Incremental Term Loan Lead Arranger three (3) 13520179v5 Business Days prior to the date fixed for such prepayment. Each such notice shall specify the date and amount of prepayment and the interest to be paid on the prepayment date with respect to such principal amount being prepaid. Upon the receipt of any part such notice the New Incremental Term Loan Lead Arranger shall promptly notify the New Incremental Term Loan Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with the amounts due pursuant to Section 4.10 of the Loan, it shall, in addition Credit Agreement and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any Prepayment Fee and accrued interest, pay to the Lender any amount which the Lender may certify is necessary to compensate the Lender for any Break Costs incurred by the Lender as notice of prepayment under this clause (h)(i) if such prepayment would have resulted from a result refinancing of the making of the prepayment in questionNew Incremental Term Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. The Borrower shall also pay on demand, in all circumstances and irrespective of the date on which any prepayment is made, such amount as the Lender as Swap Provider shall certify as Partial prepayments pursuant to this clause (h) shall be necessary to compensate the Lender for any losses under the Hedging Agreement arising out in a principal amount of such prepayment $1,000,000 or any payment deferral under Clause 5.9. The Hedging Agreement shall be adjusted by the Lender upon (i) any prepayment howsoever made or (ii) any payment deferral under Clause 5.9, to reflect such prepayment or payment deferral (as the case may be). No further fees or penalties shall be payable a whole multiple of $500,000 in respect of any such prepayment or deferral. The Borrower shall be entitled to be credited with and the Lender agrees to pay to the Borrower any Break Gains subject always to any right of set-off on the part of the Lender and provided no Potential Event of Default or Event of Default shall have occurredexcess thereof.

Prepayment indemnity. If (i) The Borrower may any time and from time to time, upon notice to the Borrower shallAdministrative Agent and the Incremental Term A-3 Lead Arranger pursuant to delivery to the Administrative Agent and the Incremental Term A-3 Lead Arranger of a duly executed notice of loan prepayment substantially consistent (where applicable) with Exhibit L (Notice of Loan Prepayment) to the Credit Agreement, prepay the Incremental Term A-3 Loan made to it, in whole or in part, without penalty or premium; provided, that all such voluntary prepayments shall be subject always to Clause 5.3 or Clause 5.4 (as the case may be) , make a prepayment on a Business Day other than the last day of an Interest Period in respect Section 4.10 of the whole or Credit Agreement, provided, further, that such notice must be received by the Administrative Agent and the Incremental Term A-3 Lead Arranger three (3) Business Days prior to the date fixed for such prepayment. Each such notice shall specify the date and amount of prepayment and the interest to be paid on the prepayment date with respect to such principal amount being prepaid. Upon the receipt of any part such notice the Incremental Term A-3 Lead Arranger shall promptly notify the Incremental Term A-3 Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with the amounts due pursuant to Section 4.10 of the Loan, it shall, in addition Credit Agreement and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any Prepayment Fee and accrued interest, pay to the Lender any amount which the Lender may certify is necessary to compensate the Lender for any Break Costs incurred by the Lender as notice of prepayment under this clause (h)(i) if such prepayment would have resulted from a result refinancing of the making of the prepayment in questionIncremental Term A-3 Loan, which refinancing shall not have been consummated or shall have otherwise been delayed. The Borrower shall also pay on demand, in all circumstances and irrespective of the date on which any prepayment is made, such amount as the Lender as Swap Provider shall certify as Partial prepayments pursuant to this clause (h) shall be necessary to compensate the Lender for any losses under the Hedging Agreement arising out in a principal amount of such prepayment $1,000,000 or any payment deferral under Clause 5.9. The Hedging Agreement shall be adjusted by the Lender upon (i) any prepayment howsoever made or (ii) any payment deferral under Clause 5.9, to reflect such prepayment or payment deferral (as the case may be). No further fees or penalties shall be payable a whole multiple of $500,000 in respect of any such prepayment or deferral. The Borrower shall be entitled to be credited with and the Lender agrees to pay to the Borrower any Break Gains subject always to any right of set-off on the part of the Lender and provided no Potential Event of Default or Event of Default shall have occurredexcess thereof.