Repricing Protection. (a) In the event that, prior to the six-month anniversary of the Third Amendment Effective Date, (i) there shall occur any amendment, amendment and restatement or other modification of this Agreement that has the effect of reducing the Applicable Margin with respect to any Term B Loans (including any reduction or elimination of any “LIBOR floor”) or (ii) all or a portion of any Term B Loans, are prepaid or refinanced substantially concurrently with, or with the proceeds of, Indebtedness under any term loan financings (including any new or additional Indebtedness under this Agreement) having an Initial Yield lower than the applicable total yield of the Term B Loans (as determined by the Administrative Agent to be equal to (x) the Applicable Margin then in effect for Term B Loans that are LIBOR Loans plus (y) the one month Adjusted LIBO Rate applicable to Term B Loans, then each such amendment, amendment and restatement, modification, prepayment or refinancing, as the case may be, shall be accompanied by a fee or prepayment premium, as applicable, equal to 1.00% of the outstanding principal amount of the Term B Loans affected by such amendment, amendment and restatement or modification, or subject to such prepayment or refinancing. As a condition to effectiveness of any required assignment by any non-consenting Lender of its Term B Loans pursuant to Section 13.7 in respect of any amendment, amendment and restatement or modification to this Agreement effective prior to the six-month anniversary of the Third Amendment Effective Date that has the effect of reducing the applicable total yield (as determined by the Administrative Agent on the same basis) for any Term B Loans, the Borrower shall pay to such non-consenting Lender of Term B Loans a premium or fee equal to the premium or fee that would apply pursuant to the preceding sentence if such non-consenting Lender’s Term B Loans being assigned were being prepaid and subject to the premium or fee set forth in the immediately preceding sentence.
Repricing Protection. In the event that, after the FirstSecond Amendment Effective Date, but on or prior to the first anniversary thereof, any Repricing Transaction occurs, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders holding Term Loans, (A) in the case of a prepayment or refinancing constituting a Repricing Transaction a premium of 1.0% of the aggregate amount of the Term Loans being prepaid and (B) in the case of an amendment constituting a Repricing Transaction, a payment equal to 1.0% of the aggregate amount of the applicable Term Loans outstanding immediately prior to such amendment. As a condition to effectiveness of any required assignment by any Nonconsenting Lender of its Term Loans pursuant to Section 2.20 in respect of any amendment, amendment and restatement or modification to this Agreement effective prior to the first anniversary of the FirstSecond Amendment Effective Date that has the effect of reducing the Applicable Margin or interest rate for any Term Loans from the Applicable Margin or interest rate in effect on the FirstSecond Amendment Effective Date, the Borrower shall pay to such Nonconsenting Lender its ratable portion of such payment referred to in clause (B) above. For purposes of clarity, the Borrower shall have no obligation to make any such payment referred to in clause (B) above to any Replacement Lender that is assigned such Nonconsenting Lender’s Term Loans pursuant to Section 2.20.
Repricing Protection. In the event that, prior to the first anniversary of the Closing Date, any Lender receives a Repricing Prepayment (as defined below), then, at the time thereof, the Borrower shall pay to such Lender a prepayment premium equal to 1.00% of the amount of such Repricing Prepayment. As used herein, with respect to any Lender, a “Repricing Prepayment” is the amount of principal of the Loans of such Lender that is received by such Lender as a result of the mandatory assignment of such Loans in the circumstances described in Section 9.02(e) following the failure of such Lender to consent to an amendment of this Agreement that would have the effect of reducing the Applicable Rate with respect to such Loans.
Repricing Protection. If, prior to the first anniversary of the First Amendment Effective Date, (i) this Agreement is amended in any manner that has the effect of reducing the Effective Yield then in effect with respect to the Tranche B-3 Term Loans (other than any waiver of default interest) or (ii) all or any portion of the Tranche B-3 Term Loans is prepaid with the proceeds of, or all or any of such Term Loans are converted into, any new or replacement tranche of, term loan Indebtedness (including any new or additional term loans incurred hereunder) that has an Effective Yield that is less than the Effective Yield of the Tranche B-3 Term Loans being prepaid or converted, then in each case, the Borrower shall pay to the Administrative Agent, (x) in the case of clause (i), for the account of each Tranche B-3 Term Lender that (A) consents to such amendment or (B) is required to assign its Tranche B-3 Term Loans, as applicable, pursuant to Section 3.07 as a result of its failure to consent to such amendment, a fee in an amount equal to 1.00% of such Lender’s Tranche B-3 Term Loans, as applicable, outstanding on the effective date of such amendment and (y) in the case of clause (ii), for the account of each Tranche B-3 Term Lender, a fee in an amount equal to 1.00% of such Lender’s Tranche B-3 Term Loans, as applicable, that are so prepaid or converted; provided that this Section 2.05(e) shall not apply to any prepayment or amendment of Tranche B-3 Term Loans made in connection with the repayment in full of all outstanding Loans and the termination of the Commitments in connection with a transaction that, when consummated, triggers or would have triggered a Change of Control.”
Repricing Protection. In the event that, prior to January 27, 2006, any PF Lender or any Lender holding Term Loans (each a “Protected Lender”) receives a Repricing Prepayment (as defined below), then, at the time thereof, the Borrower shall pay to such Protected Lender a prepayment premium equal to 1.0% of the amount of such Repricing Prepayment. As used herein, with respect to any Protected Lender, a “Repricing Prepayment” is the amount of principal of the PF L/C Loans, Credit-Linked Deposits or Term Loans of such Protected Lender that is either (a) prepaid by the Borrower pursuant to Section 2.12 (or, in the case of the Credit-Linked Deposits, returned by the Administrative Agent pursuant to Section 2.09) substantially concurrently with the incurrence by Holdings or any of its subsidiaries of new term loans (whether pursuant to Incremental Term Loan Commitments or otherwise) or a new pre-funded letter of credit facility, in any case that have interest rate margins or pre-funded letter of credit commitment fee rates, as applicable, lower than the Applicable Percentages then in effect for the Term Loans, PF L/C Loans or Credit-Linked Deposits so prepaid or returned or (b) received by such Protected Lender as a result of the mandatory assignment of its Term Loans, PF L/C Loans or PF L/C Commitments in the circumstances described in Section 2.21(a)(iv) following the failure of such Protected Lender to consent to an amendment of this Agreement that would have the effect of reducing any of the Applicable Percentages with respect to such Term Loans, PF L/C Loans or PF L/C Commitments.
Repricing Protection. If, prior to the first anniversary of the Closing Date, (i) all or any portion of the Term Loans is prepaid substantially concurrently with the proceeds of, or the Term Loans are converted into, any new or replacement tranche of term loan Indebtedness (including any Incremental Term Loans incurred pursuant to Section 2.20) that has an effective interest rate or weighted average yield (to be determined in the reasonable discretion of the Agent consistent with generally accepted financial practices, after giving effect to margins, “LIBOR floors”, upfront or similar fees or original issue discount shared with all lenders or holders thereof, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders thereof) less than the effective interest rate or weighted average yield (to be determined in the reasonable discretion of the Agent consistent with generally accepted financial practices, on the same basis as above) of the Term Loans being prepaid or converted, or (ii) a Non-Consenting Lender must assign its Term Loans pursuant to Section 9.02(e) or otherwise as a result of its failure to consent to an amendment that is passed and reduces the effective interest rate or weighted average yield (taking into account any “LIBOR floor”) then in effect with respect to the Term Loans, then in each case the aggregate principal amount so prepaid, converted, assigned or repaid will be subject to a fee payable by the Borrower equal to 1% of the principal amount thereof.
Repricing Protection. The first sentence of Section 2.20(b) of the Existing Credit Agreement is hereby amended by deleting "In the event that, prior to the six-month anniversary of the First Amendment Effective Date" and replacing it with "In the event that, prior to the twelve-month anniversary of the First Amendment Effective Date".
Repricing Protection. In the event that, prior to the first anniversary of the Second Restatement Effective Date, (a) the Borrower refinances or makes any prepayment of Loans in connection with any Repricing Transaction, (b) the Borrower effects any amendment or other modification of this Agreement that constitutes a Repricing Transaction or (c) a Lender must assign its Loans as a result of its failure to consent to an amendment or other modification of this Agreement that would constitute a Repricing Transaction, then in each case the Borrower shall pay to the Agent, for the ratable account of each applicable Lender, a payment of 1.00% of the aggregate principal amount of the Loans so subject to such amendment or modification, or so prepaid, refinanced or assigned, as the case may be.
Repricing Protection. In the event that, prior to the six-month anniversary of the Sixth Amendment Effective Date, (i) there shall occur any amendment, amendment and restatement or other modification of this Agreement that has the effect of reducing the Applicable Margin with respect to any Term B Loans (including any reduction or elimination of any “LIBOR floor”) or (ii) all or a portion of any Term B Loans, are prepaid or refinanced substantially concurrently with, or with the proceeds of, Indebtedness under any term loan financings (including any new or additional Indebtedness under this Agreement) having an Initial Yield lower than the applicable total yield of the Term B Loans (as determined by the Administrative Agent to be equal to (x) the Applicable Margin then in effect for Term B Loans that are LIBOR Loans plus (y) the one month Adjusted LIBO Rate applicable to Term B Loans, then each such amendment, amendment and restatement, modification, prepayment or
Repricing Protection. If, on or prior to the first anniversary of the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Lenders, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the applicable Term Loans outstanding immediately prior to such amendment.
