Common use of Repayment Premium Clause in Contracts

Repayment Premium. Following the First Call Date, together with any repayment made pursuant to the terms of this Agreement (whether by mandatory or optional prepayment, at maturity or following acceleration of the maturity thereof, in connection with an Event of Default (including, without limitation, a Change of Control) and/or in or in connection with a voluntary or involuntary Insolvency Event or otherwise) with respect to the Loans (other than any repayment pursuant to Section 2.07(c)(ii)) (solely to the extent on account of any Insurance and Condemnation Event), or if the maturity of the Loans shall be accelerated under any provision of Section 7.02 or Section 7.03 or if a substitution of any Lender is made pursuant to Section 10.06 Borrower shall pay to the Administrative Agent, for the benefit of all Lenders (or, in the case, of a substitution pursuant to Section 10.06, the substituted Lender) in addition to the amount so repaid or due, an amount equal to the applicable percentage (herein referred to as the “Repayment Premium”) set forth in the following chart, of the principal amount so repaid, due or assigned, together with unpaid interest on the amount so repaid, due or assigned. Date of Repayment, Acceleration or Assignment Repayment or Assignment Percentage of Loans From (but excluding) the First Call Date to (and including) the second anniversary of the Closing Date 3 % From (but excluding) the second anniversary of the Closing Date to (and including) the third anniversary of the Closing Date 2 % From (but excluding) the third anniversary of the Closing Date to (and including) the fourth anniversary of the Closing Date 1 % From (but excluding) the fourth anniversary of the Closing Date and thereafter 0 % Any payment required pursuant to this Section 2.07(e) is in addition to, and not a replacement of any amount paid pursuant to any other provision of this Agreement. For the avoidance of doubt, this Section 2.07(e) is for the benefit of the Lenders only and is not intended to be the sole remedy for the Borrower’s breach under Section 7.01.

Repayment Premium. Following the First Call Date, together with any repayment made pursuant to the terms of this Agreement (whether by mandatory or optional prepayment, at maturity or following acceleration of the maturity thereof, in connection with an Event of Default (including, without limitation, a Change of in Control) and/or in or in connection with a voluntary or involuntary Insolvency Event or otherwise) with respect to the Loans (other than (i) any repayment pursuant to Section 2.07(c)(ii)2.3(c) (solely to the extent on account of any Insurance Casualty Proceeds) or (ii) any repayment made pursuant to clauses (Y)(1) and Condemnation Event(Y)(2) of the second proviso in Section 2.3(c), in connection with any Asset Disposition of CBM Properties), or if the maturity of the Loans shall be accelerated under any provision of Section 7.02 or Section 7.03 8.2 or if a substitution of any Lender is made pursuant to Section 10.06 11.6(c), Borrower shall pay to the Administrative Agent, for the benefit of all Lenders (or, in the case, of a substitution pursuant to Section 10.0611.6(c), the substituted Lender) in addition to the amount so repaid or due, an amount equal to the applicable percentage (herein referred to as the “Repayment Premium”) set forth in the following chart, of the principal amount so repaid, due or assigned, together with unpaid interest on the amount so repaid, due or assigned. Date of Repayment, Acceleration or Assignment Repayment or Assignment Percentage of Loans From (but excluding) the First Call Date to (and including) the second anniversary of the Closing Date 3 4 % From (but excluding) the second anniversary of the Closing Date to (and including) the third anniversary of the Closing Date 2 % From (but excluding) the third anniversary of the Closing Date to (and including) the fourth anniversary of the Closing Date 1 % From (but excluding) the fourth anniversary of the Closing Date and thereafter 0 % Any payment required pursuant to this Section 2.07(e2.133(h) is in addition to, and not a replacement of any amount paid pursuant to any other provision of this Agreement. For the avoidance of doubt, this Section 2.07(e2.133(h) is for the benefit of the Lenders only and is not intended to be the sole remedy for the Borrower’s breach under Section 7.017.018.1.

Repayment Premium. Following the First Call Date, together with any repayment made pursuant to the terms of this Agreement (whether by mandatory or optional prepayment, at maturity or following acceleration of the maturity thereof, in connection with an Event of Default (including, without limitation, a Change of in Control) and/or in or in connection with a voluntary or involuntary Insolvency Event or otherwise) with respect to the Loans (other than any repayment pursuant to Section 2.07(c)(ii)2.3(b) (solely to the extent on account of any Insurance and Condemnation EventCasualty Proceeds), or if the maturity of the Loans shall be accelerated under any provision of Section 7.02 or Section 7.03 8.2 or if a substitution of any Lender is made pursuant to Section 10.06 11.6(c), Borrower shall pay to the Administrative Agent, for the benefit of all Lenders (or, in the case, of a substitution pursuant to Section 10.0611.6(c), the substituted Lender) in addition to the amount so repaid or due, an amount equal to the applicable percentage (herein referred to as the “Repayment Premium”) set forth in the following chart, of the principal amount so repaid, due or assigned, together with unpaid interest on the amount so repaid, due or assigned. Date of Repayment, Acceleration or Assignment Repayment or Assignment Percentage of Loans From (but excluding) the First Call Date to (and including) the second anniversary of the Closing Date 3 4 % From (but excluding) the second anniversary of the Closing Date to (and including) the third anniversary of the Closing Date 2 % From (but excluding) the third anniversary of the Closing Date to (and including) the fourth anniversary of the Closing Date 1 % From (but excluding) the fourth anniversary of the Closing Date and thereafter 0 % Any payment required pursuant to this Section 2.07(e2.3(h) is in addition to, and not a replacement of any amount paid pursuant to any other provision of this Agreement. For the avoidance of doubt, this Section 2.07(e2.3(h) is for the benefit of the Lenders only and is not intended to be the sole remedy for the Borrower’s breach under Section 7.018.1.

Repayment Premium. Following the First Call Date, together with any repayment made pursuant to the terms of this Agreement (whether by mandatory or optional prepayment, at maturity or following acceleration of the maturity thereof, in connection with an Event of Default (including, without limitation, a Change of in Control) and/or in or in connection with a voluntary or involuntary Insolvency Event or otherwise) with respect to the Loans (other than (i) any repayment pursuant to Section 2.07(c)(ii)2.3(c) (solely to the extent on account of any Insurance and Condemnation EventCasualty Proceeds) or (ii) any repayment in respect of Net Cash Proceeds received in connection with any Asset Disposition of the CBM Properties), or if the maturity of the Loans shall be accelerated under any provision of Section 7.02 or Section 7.03 or if a substitution of any Lender is made pursuant to Section 10.06 8.2, Borrower shall pay to the Administrative Agent, for the benefit of all Lenders (or, in the case, of a substitution pursuant to Section 10.06, the substituted Lender) in addition to the amount so repaid or due, an amount equal to the applicable percentage (herein referred to as the “Repayment Premium”) set forth in the following chart, of the principal amount so repaid, due or assigned, together with unpaid interest on the amount so repaid, due or assigned. Date of Repayment, Acceleration or Assignment Repayment or Assignment Percentage of Loans From (but excluding) the First Call Date to (and including) the first anniversary of the First Call Date 4 % From (but excluding) the first anniversary of the First Call Date to (and including) the second anniversary of the Closing First Call Date 3 2 % From (but excluding) the second anniversary of the Closing First Call Date to (and including) the third anniversary of the Closing First Call Date 2 1 % From (but excluding) the third anniversary of the Closing Date to (and including) the fourth anniversary of the Closing Date 1 % From (but excluding) the fourth anniversary of the Closing First Call Date and thereafter 0 % Any payment required pursuant to this Section 2.07(e2.3(h) is in addition to, and not a replacement of any amount paid pursuant to any other provision of this Agreement. For the avoidance of doubt, this Section 2.07(e2.3(h) is for the benefit of the Lenders only and is not intended to be the sole remedy for the Borrower’s breach under Section 7.018.1.

Repayment Premium. Following Without prejudice to the First Call Datelimitations on the ability of the Borrower to prepay the Loans as set forth herein, together with any repayment made in the event that the Term B Loans are prepaid or repaid in whole or in part, whether pursuant to the terms of this Agreement Section 2.12 or otherwise (whether by mandatory or optional prepayment, at maturity or including following an acceleration of the maturity thereof, in connection with an Event of Default (including, without limitation, a Change of Control) and/or in or in connection with a voluntary or involuntary Insolvency Event or otherwise) with respect to the Loans (other than any repayment pursuant to Section 2.07(c)(ii)) (solely to the extent on account of any Insurance and Condemnation Event), or if the maturity of the Loans shall be accelerated under any provision of Section 7.02 or Section 7.03 or if a substitution of any Lender is Term B Loans) but (x) excluding repayments made pursuant to Section 10.06 2.11, 2.12(d) or 2.13 (other than Section 2.13(b)) and Sections 4.5, 4.6, 4.7 or 4.8 of the Disbursement Agreement and (y) for the avoidance of doubt, excluding any purchase or prepayment of Term B Loans pursuant to Section 9.04(h), in each case, on or prior to the forty-five month anniversary of the Closing Date, such prepayment or repayment following acceleration shall be accompanied by a premium equal to: (i) at any time on or prior to the twenty-one month anniversary of the Closing Date, then the Borrower shall pay to the Administrative Agent, for the benefit of all Lenders (or, a fee in the case, of a substitution pursuant to Section 10.06, the substituted Lender) in addition to the amount so repaid or due, an amount equal to the applicable percentage sum of (herein referred to x) the Applicable Premium as the “Repayment Premium”of such date plus (y) set forth in the following chart, 4.0% of the aggregate principal amount so repaid, due of such prepayment or assigned, together with unpaid interest on repayment following acceleration of Term B Loans; (ii) at any time after the amount so repaid, due or assigned. Date of Repayment, Acceleration or Assignment Repayment or Assignment Percentage of Loans From (but excluding) the First Call Date to (and including) the second twenty-one month anniversary of the Closing Date 3 but on or prior to the thirty-three month anniversary of the Closing Date, then the Borrower shall pay a fee in an amount equal to 4.0% From of the aggregate principal amount of such prepayment or repayment following acceleration of Term B Loans; (but excludingiii) at any time after the second thirty-three month anniversary of the Closing Date but on or prior to (and including) the third forty-five month anniversary of the Closing Date 2 Date, then the Borrower shall pay a fee in an amount equal to 1.0% From of the aggregate principal amount of such prepayment or repayment following acceleration of Term B Loans; and (but excludingiv) at any time after the third forty-five month anniversary of the Closing Date Date, then no fee shall be required. Notwithstanding the foregoing, in the event that the Borrower prepays Term Loans (any such prepayment, a “Specified Prepayment”) pursuant to (and including) the fourth anniversary Sections 4.5, 4.6, 4.7 or 4.8 of the Closing Date 1 % From (but excluding) Disbursement Agreement, then the fourth anniversary of the Closing Date and thereafter 0 % Any payment Borrower shall not be required pursuant to pay any such fees referred to in this Section 2.07(e2.12(c) is in addition to, and not a replacement of any amount paid pursuant connection with such prepayment. The fees referred to any other provision of this Agreement. For the avoidance of doubt, in this Section 2.07(e2.12(c) is for shall be paid to the benefit of Administrative Agent in Cash at its Principal Office upon any applicable prepayment or acceleration and upon receipt, the Lenders only and is not intended Administrative Agent shall promptly distribute the same to be the sole remedy for the Borrower’s breach under Section 7.01Term B Lenders.

Repayment Premium. Following the First Call Date, together with any repayment made pursuant to the terms of this Agreement (whether by mandatory or optional prepayment, at maturity or following acceleration of the maturity thereof, in connection with an Event of Default (including, without limitation, a Change of in Control) and/or in or in connection with a voluntary or involuntary Insolvency Event or otherwise) with respect to the Loans (other than (i) any repayment pursuant to Section 2.07(c)(ii)2.3(c) (solely to the extent on account of any Insurance Casualty Proceeds) or (ii) any repayment pursuant to clauses (Y)(1) and Condemnation Event(Y)(2) of the second proviso in Section 2.3(c)), or if the maturity of the Loans shall be accelerated under any provision of Section 7.02 or Section 7.03 8.2 or if a substitution of any Lender is made pursuant to Section 10.06 11.6(c), Borrower shall pay to the Administrative Agent, for the benefit of all Lenders (or, in the case, of a substitution pursuant to Section 10.0611.6(c), the substituted Lender) in addition to the amount so repaid or due, an amount equal to the applicable percentage (herein referred to as the “Repayment Premium”) set forth in the following chart, of the principal amount so repaid, due or assigned, together with unpaid interest on the amount so repaid, due or assigned. Date of Repayment, Acceleration or Assignment Repayment or Assignment Percentage of Loans From (but excluding) the First Call Date to (and including) the second anniversary of the Closing Date 3 4 % From (but excluding) the second anniversary of the Closing Date to (and including) the third anniversary of the Closing Date 2 % From (but excluding) the third anniversary of the Closing Date to (and including) the fourth anniversary of the Closing Date 1 % From (but excluding) the fourth anniversary of the Closing Date and thereafter 0 % Any payment required pursuant to this Section 2.07(e2.13(h) is in addition to, and not a replacement of any amount paid pursuant to any other provision of this Agreement. For the avoidance of doubt, this Section 2.07(e2.13(h) is for the benefit of the Lenders only and is not intended to be the sole remedy for the Borrower’s breach under Section 7.01.