Soft Call Protection. In the event that, on or prior to the date that is six (6) months after the Restatement Effective Date, the Borrower (i) makes any prepayment of Term Loans (including with the proceeds of any Credit Agreement Refinancing Debt) in connection with any Repricing Transaction or (ii) 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, (x) in the case of clause (i), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (y) in the case of clause (ii), a payment to each Non-Consenting Lender that is being replaced in connection with such amendment equal to 1% of the aggregate amount of the applicable Term Loans of such Non-Consenting Lender outstanding immediately prior to such amendment.
Soft Call Protection. The following provision shall become effective on the date approved by the Required Lenders: Notwithstanding anything to the contrary contained in the Credit Agreement, at the time of the effectiveness of any Repricing Transaction that is consummated prior to the first anniversary of the New Restatement Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with outstanding Term D Loans, a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (a) of the definition thereof, the aggregate principal amount of all Term D Loans prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (b) of the definition thereof, the aggregate principal amount of the Term D Loans outstanding immediately prior to such amendment. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction. For purposes of the foregoing:
Soft Call Protection. If any prepayment with respect to the Term B Loan is made pursuant to this Section 2.05(a) within one (1) year after the Closing Date pursuant to a Repricing Transaction, the Borrower shall on the date of such prepayment pay to the Lenders a prepayment premium equal to one percent (1.00%) of the principal amount of the Term B Loan so prepaid.
Soft Call Protection. The 2013 Refinancing Term Loans shall be subject to call protection on the same terms as provided for 2013 Incremental Term Loans in Section 2.05(d)(2) of the Credit Agreement.
Soft Call Protection. (i) Any prepayment with respect to all or any portion of the Term Loans (other than in connection with a Change in Control or the sale of all or substantially all of the assets of Borrower and its Subsidiaries) with the proceeds of, or any conversion of Term Loans into, any new or replacement tranche of term loans bearing interest at an Effective Yield less than the Effective Yield applicable to the Term Loans (as such comparative rates are determined by the Administrative Agent) and (ii) any amendment to the Term Loan Facility (other than in connection with a Change in Control or the sale of all or substantially all of the assets of Borrower and its Subsidiaries) that, directly or indirectly, reduces the Effective Yield applicable to the Term Loans (in each case, with original issue discount and upfront fees, which shall be deemed to constitute like amounts of original issue discount, being equated to interest rate margins in a manner consistent with generally accepted financial practice based on an assumed four year life to maturity) shall be accompanied by a prepayment premium equal to 1.00% of the amount of such Term Loans repaid or repriced, if such repayment or repricing is effected on or before April 12, 2017. Any such determination by the Administrative Agent as contemplated by the preceding sentence shall be conclusive and binding on Borrower and all Lenders, absent manifest error.
Soft Call Protection. The following provision shall become effective on the Amendment No. 2 Effective Date: Notwithstanding anything to the contrary contained in the Credit Agreement, in the event that, on or prior to the date that is six months after the Amendment No. 2 Effective Date, the Parent Borrower (x) makes any prepayment of any Class of Replacement Term Loans in connection with any Repricing Transaction with respect to such Replacement Term Loans or (y) effects any amendment of the Credit Agreement resulting in a Repricing Transaction with respect to any Class of Replacement Term Loans, the Parent Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Replacement Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the aggregate principal amount of the Replacement Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of such Class of Replacement Term Loans outstanding immediately prior to such amendment. For purposes of the foregoing:
Soft Call Protection. (i) Any prepayment with respect to all or any portion of the Term Loans with the proceeds of, or any conversion of Term Loans into, any new or replacement tranche of term loans bearing interest at an Effective Yield less than the Effective Yield applicable to the Term Loans (as such comparative rates are determined by the Administrative Agent) and (ii) any amendment to the Term Loan Facility that, directly or indirectly, reduces the Effective Yield applicable to the Term Loans (in each case, with original issue discount and upfront fees, which shall be deemed to constitute like amounts of original issue discount, being equated to interest rate margins in a manner consistent with generally accepted financial practice based on an assumed four year life to maturity) shall be accompanied by a prepayment premium equal to 1.00% of the amount of such Term Loans repaid or repriced, if such repayment or repricing is effected on or before the one year anniversary of the Closing Date. Any such determination by the Administrative Agent as contemplated by the preceding sentence shall be conclusive and binding on Borrower and all Lenders, absent manifest error.
Soft Call Protection. If, on or prior to the date that is six months after the Closing Date, the Borrower (i) prepays, repays, refinances, substitutes, converts or replaces any Initial Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to subsection (c)(iv) above, in connection with a Repricing Transaction), or (ii) effects any amendment, modification or waiver of, or consent under, 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, (x) in the case of clause (i), a premium of 1.00% of the aggregate principal amount of the Initial Term Loans so prepaid, repaid, refinanced, substituted or replaced and (y) in the case of clause (ii), a fee equal to 1.00% of the aggregate principal amount of the Initial Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Closing Date, all or any portion of the Initial Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to Section 10.13 as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (ii) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. For the avoidance of doubt, in connection with any prepayment under Section 2.09(B)(iv) which constitutes a Repricing Event that is consummated in respect of all or any portion of the Initial Term Loans prior to the date that is six months after the Closing Date, the Borrower shall pay to the Term Lenders the premium specified in this subsection (g).
Soft Call Protection. If any prepayment with respect to the Term B Loan is made pursuant to this Section 2.05(a) or otherwise within twelve (12) months after the Amendment No. 3 Effective Date pursuant to a Repricing Transaction, the Borrower shall on the date of such prepayment pay to the Lenders holding a portion of the Term B Loan a prepayment premium equal to one percent (1.00%) of the principal amount of the Term B Loan so prepaid.
1.8 Section 9.01(c) of the Credit Agreement is amended by adding the following proviso at the end of such Section: ; provided that any failure to comply with Section 8.12 shall not constitute an Event of Default with respect to the Term B Loan or any Add-On Term Loan until the date on which the Administrative Agent or the Requisite Revolving Lenders declare the Obligations to be immediately due and payable in accordance with the provisions of Section 9.03; and provided further that any breach of Section 8.12 may be waived from time to time by the Requisite Revolving Lenders pursuant to Section 11.01.
1.9 Section 9.03 of the Credit Agreement is amended by adding the following proviso at the end of such Section: ; provided that, notwithstanding the foregoing, (x) in the case of an Event of Default as a result of non-compliance with Section 8.12, only the direction of the Requisite Revolving Lenders shall be required to exercise remedies pursuant to this Section 9.03 with respect to the Revolving Loans, Revolving Commitments, L/C Obligations and Swing Line Loans, (y) in the event that the Revolving Lenders (upon direction of the Requisite Revolving Lenders) have exercised their rights pursuant to the foregoing clause (x) of this proviso, (i) only the direction of the Requisite Term B Lenders shall be required for the Term B Lenders to exercise remedies pursuant to this Section 9.03 with respect to the Term B Loan following any non-compliance with Section 8.12 and (ii) only the direction of the Requisite Add-On Lenders shall be required for the Add-On Term Loan Lenders with respect to any given Add-On Term Loan to exercise remedies pursuant to this Section 9.03 with respect to such Add-On Term Loan following any non-compliance with Section 8.12.
1.10 The penultimate proviso in Section 11.01 of the Credit Agreement is amended by replacing the “and” prior to clause (iv) with a comma and adding the following new clause (v) immediately following clause (iv): and (v) only the consent of the Requisite Revolving Lenders shall be required to amend the defin...
Soft Call Protection. (i) Any prepayment with respect to all or any portion of the Term Loans with the proceeds of, or any conversion of Term Loans into, any new or replacement tranche of term loans bearing interest at an Effective Yield less than the Effective Yield applicable to the Term Loans (as such comparative rates are determined by the Administrative Agent) and (ii) any amendment to this Agreement that, directly or indirectly, reduces the Effective Yield applicable to the Term Loans (in each case, with original issue discount and upfront fees, which shall be deemed to constitute like amounts of original issue discount, being equated to interest rate margins in a manner consistent with generally accepted financial practice based on an assumed four year life to maturity) (any such event described in clause (i) or (ii), a “Repricing Event”) shall be accompanied by a prepayment premium equal to 1% of the amount of such Term Loans repaid or repriced (the “Repricing Premium”), if such repayment or repricing is effected on or prior to the one year anniversary of the Closing Date; provided, however, that in no event shall a Repricing Event include any repayment or conversion of Term Loans in connection with a Change in Control. Any such determination by the Administrative Agent as contemplated by the preceding sentence shall be conclusive and binding on Borrower and all Lenders, absent manifest error.