Common use of Repricing Event Clause in Contracts

Repricing Event. In the event that (other than in connection with a refinancing of all 2028 Term Loans in connection with a Change in Control) prior to the date that is six months after the Restatement Effective Date, (i) all or any portion of the 2028 Term Loans are prepaid or repaid from the proceeds of an issuance or incurrence of Indebtedness by the Borrower or any of its Restricted Subsidiaries (including any Specified Refinancing Debt, Incremental Term Loan or Incremental Equivalent Debt) and the effective yield (in each case, to be determined in the reasonable discretion of the Administrative Agent consistent with generally accepted financial practices, after giving effect to margins and any applicable interest rate “floors”, recurring fees and all other upfront or similar fees or original issue discount (amortized over the shorter of (A) the weighted average life of such new or replacement Indebtedness and (B) four years), but excluding the effect of any bona fide arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders thereof) is, or upon satisfaction of specified conditions could be, lower than the effective yield in respect of the 2028 Term Loans (as determined on the same basis) or (ii) a Lender is a Non-Consenting Lender and must assign its 2028 Term Loans pursuant to Section 6.12(b) in connection with any waiver, amendment or modification that would reduce the effective yield in effect with respect to such 2028 Term Loans (each of clauses (i) and (ii), a “Repricing Event”), then in each case the aggregate principal amount so prepaid or repaid or assigned will be subject to a fee payable by the Borrower equal to 1.00% of the principal amount of 2028 Term Loans prepaid or repaid or assigned in connection with such Repricing Event, on the date of such Repricing Event. Such fee shall be paid by the Borrower to the Administrative Agent, for the account of the Lenders or such Non-Consenting Lenders (as the case may be), on the date of such Repricing Event.

Repricing Event. In the event that (other than in connection with a refinancing of all 2028 20282024 Refinancing Term Loans in connection with a Change in Control) prior to the date that is six months after the Restatement RestatementThird Amendment Effective Date, (i) all or any portion of the 2028 20282024 Refinancing Term Loans are prepaid or repaid from the proceeds of an issuance or incurrence of Indebtedness by the Borrower or any of its Restricted Subsidiaries (including any Specified Refinancing Debt, Incremental Term Loan or Incremental Equivalent Debt) and the effective yield (in each case, to be determined in the reasonable discretion of the Administrative Agent consistent with generally accepted financial practices, after giving effect to margins and any applicable interest rate “floors”, recurring fees and all other upfront or similar fees or original issue discount (amortized over the shorter of (A) the weighted average life of such new or replacement Indebtedness and (B) four years), but excluding the effect of any bona fide arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders thereof) is, or upon satisfaction of specified conditions could be, lower than the effective yield in respect of the 2028 20282024 Refinancing Term Loans (as determined on the same basis) or (ii) a Lender is a Non-Non-- Consenting Lender and must assign its 2028 20282024 Refinancing Term Loans pursuant to Section 6.12(b) in connection with any waiver, amendment or modification that would reduce the effective yield in effect with respect to such 2028 20282024 Refinancing Term Loans (each of clauses (i) and (ii), a “Repricing Event”), then in each case the aggregate principal amount so prepaid or repaid or assigned will be subject to a fee payable by the Borrower equal to 1.00% of the principal amount of 2028 20282024 Refinancing Term Loans prepaid or repaid or assigned in connection with such Repricing Event, on the date of such Repricing Event. Such fee shall be paid by the Borrower to the Administrative Agent, for the account of the Lenders or such Non-Non-- Consenting Lenders (as the case may be), on the date of such Repricing Event.

Repricing Event. In the event that (other than in connection with a refinancing of all 2028 Initial Term Loans in connection with a Change in Control) prior to the date that is six months after the Restatement Effective Closing Date, (i) all or any portion of the 2028 Initial Term Loans are prepaid or repaid from the proceeds of an issuance or incurrence of Indebtedness by the Borrower or any of its Restricted Subsidiaries (including any Specified Refinancing Debt, Debt or Incremental Term Loan or Incremental Equivalent DebtLoan) and the effective yield (in each case, to be determined in the reasonable discretion of the Administrative Agent consistent with generally accepted financial practices, after giving effect to margins and any applicable interest rate “floors”, recurring fees and all other upfront or similar fees or original issue discount (amortized over the shorter of (A) the weighted average life of such new or replacement Indebtedness and (B) four years), but excluding the effect of any bona fide arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders thereof) is, or upon satisfaction of specified conditions could be, lower than the effective yield in respect of the 2028 Initial Term Loans (as determined on the same basis) or (ii) a Lender is a Non-Consenting Lender and must assign its 2028 Initial Term Loans pursuant to Section 6.12(b) in connection with any waiver, amendment or modification that would reduce the effective yield in effect with respect to such 2028 Initial Term Loans (each of clauses (i) and (ii), a “Repricing Event”), then in each case the aggregate principal amount so prepaid or repaid or assigned will be subject to a fee payable by the Borrower equal to 1.00% of the principal amount of 2028 Initial Term Loans prepaid or repaid or assigned in connection with such Repricing Event, on the date of such Repricing Event. Such fee shall be paid by the Borrower to the Administrative Agent, for the account of the Lenders or such Non-Consenting Lenders (as the case may be), on the date of such Repricing Event.

Repricing Event. In the event that (other than in connection with a refinancing of all 2028 Initial Term Loans in connection with a Change in Control) prior to the date that is six months after the Restatement Effective Closing Date, (i) all or any portion of the 2028 Initial Term Loans are prepaid or repaid from the proceeds of an issuance or incurrence of Indebtedness by the Borrower or any of its Restricted Subsidiaries (including any Specified Refinancing Debt, Incremental Term Loan or Incremental Equivalent DebtNotes) and the effective yield (in each case, to be determined in the reasonable discretion of the Administrative Agent consistent with generally accepted financial practices, after giving effect to margins and any applicable interest rate “floors”, recurring fees and all other upfront or similar fees or original issue discount (amortized over the shorter of (A) the weighted average life of such new or replacement Indebtedness and (B) four years), but excluding the effect of any bona fide arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders thereof) is, or upon satisfaction of specified conditions could be, lower than the effective yield in respect of the 2028 Initial Term Loans (as determined on the same basis) or (ii) a Lender is a Non-Consenting Lender and must assign its 2028 Initial Term Loans pursuant to Section 6.12(b) in connection with any waiver, amendment or modification that would reduce the effective yield in effect with respect to such 2028 Initial Term Loans (each of clauses (i) and (ii), a “Repricing Event”), then in each case the aggregate principal amount so prepaid or repaid or assigned will be subject to a fee payable by the Borrower equal to 1.00% of the principal amount of 2028 Initial Term Loans prepaid or repaid or assigned in connection with such Repricing Event, on the date of such Repricing Event. Such fee shall be paid by the Borrower to the Administrative Agent, for the account of the Lenders or such Non-Consenting Lenders (as the case may be), on the date of such Repricing Event.

Repricing Event. In the event that, all or a portion of the Term B Loans are (x) repaid, prepaid, refinanced or replaced with any Indebtedness (including without limitation, with Refinancing Term Loans) having an All-in Yield that is less than the All-in Yield of the Term B Loan (or portion thereof) so repaid, prepaid or refinanced or (y) repriced or effectively refinanced through any waiver, consent, amendment or amendment and restatement, in each case, directed at, or the result of which would be, the lowering of the All-in Yield of any Term B Loans, in each case other than in connection with a refinancing of all 2028 Term Loans in connection with a Change in Control) Transformative Acquisition occurring on or prior to six (6) months following the date that is six months after the Restatement Effective Date, Closing Date (i) all or any portion of the 2028 Term Loans are prepaid or repaid from the proceeds of an issuance or incurrence of Indebtedness by the Borrower or any of its Restricted Subsidiaries (including any Specified Refinancing Debt, Incremental Term Loan or Incremental Equivalent Debt) and the effective yield (in each case, to be determined in the reasonable discretion of the Administrative Agent consistent with generally accepted financial practices, after giving effect to margins and any applicable interest rate “floors”, recurring fees and all other upfront or similar fees or original issue discount (amortized over the shorter of (A) the weighted average life of such new or replacement Indebtedness and (B) four years), but excluding the effect of any bona fide arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders thereof) is, or upon satisfaction of specified conditions could be, lower than the effective yield in respect of the 2028 Term Loans (as determined on the same basis) or (ii) a Lender is a Non-Consenting Lender and must assign its 2028 Term Loans pursuant to Section 6.12(b) in connection with any waiver, amendment or modification that would reduce the effective yield in effect with respect to such 2028 Term Loans (each of clauses (i) and (ii), a “Repricing Event”), then the Company shall pay the Term B Lenders (A) in each the case of clause (x), a prepayment premium equal to 1.00% of the aggregate principal amount of the Term B Loans so prepaid repaid, prepaid, refinanced or repaid replaced and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Term B Loans repriced or assigned will be effectively refinanced through such waiver, consent, amendment or amendment and restatement. If all or any portion of the Term B Loans held by any Term B Lender is subject to mandatory assignment pursuant to Section 10.13 as a result of, or in connection with, such Term B Lender not agreeing or otherwise consenting to any such waiver, consent, amendment or amendment and restatement referred to in clause (ii) (or otherwise in connection with a Repricing Event) on or prior to the six (6) month anniversary of the Closing Date, the Company shall pay to such Term B Lender a fee payable by the Borrower equal to 1.00% of the principal amount of 2028 the Term B Loans prepaid or repaid or assigned in connection with such Repricing Event, so assigned. Such amounts shall be due and payable on the date of such Repricing Event. Such fee shall be paid by the Borrower to the Administrative Agent, for the account of the Lenders or such Non-Consenting Lenders (as the case may be), on the date effectiveness of such Repricing Event.