Common use of Repricing Protection Clause in Contracts

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. (a) In the event that, prior to the six-month anniversary of the Third SixthEighth 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 SixthEighth 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. (a) In the event thatIf, prior to the six-month first anniversary of the Third Amendment Restatement Effective Date, (i) there shall occur any amendment, amendment and restatement or other modification of this Agreement is amended in any manner that has the effect of reducing the Applicable Margin Effective Yield then in effect with respect to any the Tranche B-2 Term B Loans or Tranche B-3 Term Loans (including other than any reduction or elimination waiver of any “LIBOR floor”default interest) or (ii) all or a any portion of any the Tranche B-2 Term B Loans, are Loans or Tranche B-3 Term Loans is prepaid or refinanced substantially concurrently with, or with the proceeds of, Indebtedness under or all or any of such Term Loans are converted into, any new or replacement tranche of, term loan financings Indebtedness (including any new or additional Indebtedness under this Agreementterm loans incurred hereunder) having that has an Initial Effective Yield lower that is less than the applicable total yield Effective Yield of the Tranche B-2 Term B Loans (as determined by the Administrative Agent to be equal to (x) the Applicable Margin or Tranche B-3 Term Loans being prepaid or converted, 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 Loanscase, the Borrower shall pay to the Administrative Agent, (x) in the case of clause (i), for the account of each Tranche B-2 Term Lender and Tranche B-3 Term Lender that (A) consents to such non-consenting Lender amendment or (B) is required to assign its Tranche B-2 Term Loans or Tranche B-3 Term Loans, as applicable, pursuant to Section 3.07 as a result of Term B Loans its failure to consent to such amendment, a premium or fee in an amount equal to the premium or fee that would apply pursuant to the preceding sentence if 1.00% of such non-consenting Lender’s Tranche B-2 Term B Loans being assigned were being prepaid or Tranche B-3 Term Loans, as applicable, outstanding on the effective date of such amendment and subject to the premium or fee set forth (y) in the immediately preceding sentencecase of clause (ii), for the account of each Tranche B-2 Term Lender and Tranche B-3 Term Lender, a fee in an amount equal to 1.00% of such Lender’s Tranche B-2 Term Loans or 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-2 Term Loans or 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. (a) In the event that, prior to the six-month anniversary of the Third 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 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 Sixth 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. (a) In the event that, prior to the six-month first anniversary of the Third Amendment Effective Closing Date, (ia) 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 (iib) 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 the sum of (x) the Applicable Margin then in effect for LIBOR Term B Loans that are LIBOR Loans plus (y) the one month Adjusted LIBO Rate applicable to Term B Loans, plus (y) the percentage upfront fee paid with respect to the Term Loans on the Closing Date pursuant to Section 4.1(e), divided by four, 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 first anniversary of the Third Amendment Effective Closing 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. (a) In the event that, prior to the sixtwelve-month anniversary of the Third First 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 sixtwelve-month anniversary of the Third First 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.