Soft-Call Premium. In the event that, at any time after the Amendment No. 1 Effective Date and on or prior to the six-month anniversary of the Amendment No. 1 Effective Date, (i) this Agreement is amended and such amendment to this Agreement has the effect of reducing the interest rate applicable to the U.S. Term B Loans (other than any waiver of default interest) or (ii) the Borrowers make any mandatory or voluntary prepayment of U.S. Term B Loans with the proceeds of any term loan Indebtedness under any credit facility (including, without limitation, any new or additional term loans under this Agreement) which term indebtedness has a lower Yield than the Yield of the U.S. Term B Loans, then, the Borrowers agree to pay to the Administrative Agent, (x) in the case of clause (i), for the account of each U.S. Term B Lender that agrees to such amendment a fee in an amount equal to 1.00% of such Lender’s U.S. Term B Loans outstanding on the effective date of such amendment and (y) in the case of clause (ii), for the account of each U.S. Term B Lender a fee in an amount equal to 1.00% of such Lender’s U.S. Term B Loans that are being prepaid as a result of such prepayment.
Soft-Call Premium. In the event that, at any time on or prior to the twelve-month anniversary of the Restatement Effective Date, (i) this Agreement is amended or modified or any provision of this Agreement is waived and such amendment or modification to this Agreement or such waiver has the effect of reducing the interest rate or the Yield applicable to the Loans (other than any waiver of default interest) or (ii) the Borrower makes any mandatory or voluntary prepayment of the Loans with the proceeds of any term loan Indebtedness under any credit facility (including any new or additional term loans under this Agreement) which term indebtedness has a lower Yield than the Yield of the Loans, then, the Borrower agrees to pay to the Administrative Agent, (x) in the case of clause (i), for the account of each Lender that agrees to such amendment (or that is removed pursuant to the last paragraph of Section 2.22) a fee in an amount equal to 1.00% of such Lender’s Loans outstanding on the effective date of such amendment and (y) in the case of clause (ii), for the account of each Lender a fee in an amount equal to 1.00% of such Lender’s Loans that are being prepaid as a result of such prepayment.
Soft-Call Premium. In the event that, at any time on or prior to the first anniversary of the Closing Date, (i) this Agreement is amended and such amendment to this Agreement has the effect of reducing the interest rate applicable to the U.S. Term Loans (other than any waiver of default interest) or (ii) the Borrowers make any mandatory or voluntary prepayment of U.S. Term Loans with the proceeds of any term loan Indebtedness under any credit facility (including, without limitation, any new or additional term loans under this Agreement) which term indebtedness has a lower Yield than the Yield of the U.S. Term Loans, then, the Borrowers agree to pay to the Administrative Agent, (x) in the case of clause (i), for the account of each U.S. Term Lender that agrees to such amendment a fee in an amount equal to 1.00% of such Lender’s U.S. Term Loans outstanding on the effective date of such amendment and (y) in the case of clause (ii), for the account of each U.S. Term Lender a fee in an amount equal to 1.00% of such Lender’s U.S. Term Loans that are being prepaid as a result of such prepayment.
Soft-Call Premium. If, prior to the date that is six months after the Closing Date, (a) there shall occur any amendment, amendment and restatement or other modification of this Agreement the primary purpose of which is to reduce the all in yield then in effect for the Initial Term Loans hereunder, (b) all or any portion of the Initial Term Loans are voluntarily prepaid or mandatorily prepaid with the net cash proceeds of issuances, offerings or placement of Debt obligations, or refinanced substantially concurrently with the incurrence of, or conversion of the loans thereunder into, new Debt in a transaction the primary purpose of which is to lower the all in yield below the all in yield in effect for the Initial Term Loans so prepaid, or (c) a Term Lender must assign its Initial Term Loans as a result of its failure to consent to an amendment, amendment and restatement or other modification of this Agreement the primary purpose of which is to reduce the all in yield then in effect for such Initial Term Loans (any of clause (a), (b) or (c), a ”Repricing Transaction”), then in each case the aggregate principal amount subject to such Repricing Transaction (other than any Repricing Transaction made in connection with a Change of Control or a Transformative Acquisition) will be subject to a 1.00% prepayment premium. The “all-in yield” for purposes of this Section 2.4(5) shall be calculated in a manner consistent with the Yield Differential pursuant to Section 2.14(5).
Soft-Call Premium. (a) On the Amendment No. 1 Effective Date, the Borrowers shall pay to the Administrative Agent, for the account of each Lender with a U.S. Term Loan immediately prior to the conversion of Converted U.S. Term Loans and the borrowing under the Additional U.S. Term-1 Commitment pursuant to Section 2.1(b), a fee equal to 1.0% of the principal amount of such Lender’s outstanding U.S. Term Loans at such time (which payment shall satisfy in full the Borrowers’ obligations under Section 4.17 of this Agreement (prior to giving effect to Amendment No. 1)).
(b) In the event that, at any time on or prior to August 25, 2011, (i) this Agreement is amended and such amendment to this Agreement has the effect of reducing the interest rate applicable to the U.S. Term-1 Loans (other than any waiver of default interest) or (ii) the Borrowers make any mandatory or voluntary prepayment of U.S. Term-1 Loans with the proceeds of any term loan Indebtedness under any credit facility (including, without limitation, any new or additional term loans under this Agreement) which term indebtedness has a lower Yield than the Yield of the U.S. Term-1 Loans, then, the Borrowers agree to pay to the Administrative Agent, (x) in the case of clause (i), for the account of each U.S. Term-1 Lender that agrees to such amendment (or that is removed pursuant to the last paragraph of Section 11.1) a fee in an amount equal to 1.00% of such Lender’s U.S. Term-1 Loans outstanding on the effective date of such amendment and (y) in the case of clause (ii), for the account of each U.S. Term-1 Lender a fee in an amount equal to 1.00% of such Lender’s U.S. Term-1 Loans that are being prepaid as a result of such prepayment.
Soft-Call Premium. In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (x) makes any prepayment of Initial 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 applicable Lender, (I) in the case of clause (x), a prepayment premium of 1.00% of the amount of the Term Loans being repaid and (II) in the case of clause (y), a payment equal to 1.00% of the aggregate amount of Initial Term Loans outstanding immediately prior to the such amendment that are the subject of such Repricing Transaction; provided, that the Borrower shall have no obligation to pay any such prepayment premium in connection with a Repricing Transaction entered into in connection with a Change of Control.
Soft-Call Premium. In the event that, at any time on or prior to the second anniversary of the Amendment 1 Effective Date, (i) this Agreement is amended and such amendment to this Agreement reduces the Applicable Margin applicable to the U.S. Term B Loans or the Canadian Term B Loans on the Amendment 1 Effective Date (after giving effect to upfront or similar fees or original issue discount shared with all lenders thereof, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders thereof) or (ii) either Borrower makes any mandatory or voluntary prepayment of U.S. Term B Loans or Canadian Term B Loans with the proceeds of any term loan Indebtedness under any credit facility (including, without limitation, any new or additional term loans under this Agreement), then, the U.S. Borrower (in the case of any such change to or prepayment of U.S. Term B Loans) or the Canadian Borrower (in the case of any such change to or prepayment of the Canadian Term B Loans) agrees to pay to the Administrative Agent or the Canadian Administrative Agent, as applicable, (x) in the case of clause (i), for the account of each U.S. Term B Lender (in the case of any such change to the U.S. Term B Loans) or each Canadian Term B Lender (in the case of any such change to the Canadian Term B Loans) that agrees to such amendment a fee in an amount equal to 1.00% of such Lender’s U.S. Term B Loans (in the case of any such change to the U.S. Term B Loans) or Canadian Term B Loans (in the case of any such change to the Canadian Term B Loans) outstanding on the effective date of such amendment and (y) in the case of clause (ii), for the account of each U.S. Term B Lender (in the case of any such prepayment of the U.S. Term B Loans) or each Canadian Term B Lender (in the case of any such prepayment of the Canadian Term B Loans) a fee in an amount equal to 1.00% of such Lender’s U.S. Term B Loans or Canadian Term B Loans that are being prepaid as a result of such prepayment.
