Term Loan Call Protection. Notwithstanding the foregoing, in the event that, on or prior to the date which is twelve (12) months after the Closing Date, the Borrower (x) prepays, refinances, substitutes or replaces any Initial Term Loans pursuant to a 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 Loan Lenders, (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Initial Term Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Initial Term Loans outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction; provided that, for the avoidance of doubt, the Borrower shall not be subject to the requirements of this Section 2.11 with respect to any Repricing Transaction occurring after the twelve (12) month anniversary of the Closing Date.
Term Loan Call Protection. In the event that, on or prior to the first anniversary of the Closingdate that is six months after the Amendment Effective Date, all or any portion of the Term Loans (other than New Term Loans), other than in connection with any merger, acquisition, Change of Control or sale of all or substantially all assets of Borrower, in each case, that would not be permitted under the terms of this Agreement, is (i) repaid, prepaid, refinanced or replaced with the proceeds of any Indebtedness having an All-In Yield (excluding any structuring, commitment and arranger fees or other similar fees) that is less than the All-In Yield of the Term Loans (or portion thereof) so repaid, prepaid, refinanced or replaced or (ii) repriced or effectively refinanced through any waiver, consent or amendment of this Agreement the result of which would be the lowering of the All-In Yield of the Term Loans (or portion thereof) so repriced or effectively refinanced (a “Repricing Transaction”), such repayment, prepayment, refinancing, replacement or repricing will be made at 101.0% of the principal amount so repaid, prepaid, refinanced, replaced or repriced. If all or any portion of the Term Loans held by any Lender is repaid, prepaid, refinanced replaced or repriced pursuant to a “yank-a-bank” or similar provision in the Credit Documents as a
Term Loan Call Protection. In the event all or any portion of the Term Loans (A) are prepaid through any voluntary prepayments, (B) are repriced, including pursuant to any amendment, waiver, or consent with respect to this Agreement, (C) are prepaid pursuant to Section 2.9 (other than Section 2.9(b) or Section 2.9(d)) or (D) become due and payable pursuant to Section 9.2, in each case on or prior to the first anniversary of the Effective Date, such prepayments or repricings will be made at 100% of the principal amount so prepaid or repriced, together with a prepayment premium in an amount equal to the present value of the sum of (1) the Applicable Margin that would have been payable for Term Loans that are Eurodollar Rate Loans plus (2) the Eurodollar Rate for Term Loans (assuming an Interest Period of three months in effect on the date of the prepayment or repricing), in each case calculated as a rate per annum on the amount of the principal amount of such Term Loans prepaid or repriced from the date of such prepayment or repricing until the first anniversary of the Effective Date plus (3) 1.0% of the principal of such Term Loans prepaid or repriced (in each case, computed on the basis of actual days elapsed over a year of 360 days and using a discount rate equal to the Treasury Rate as of the date of such prepayment or repricing plus 50 basis points). In the event that all or any portion of the Term Loans are (A) prepaid through any voluntary prepayments, (B) prepaid pursuant to Section 2.9(c) or (C) repriced (including pursuant to any amendment, waiver or consent with respect to this Agreement) (in each case, in connection with any amendment, waiver or consent with respect to this Agreement directed at, or the result of which would be, the lowering of the effective interest cost or the weighted average yield of the Term Loans (or portion thereof) or the incurrence of any Indebtedness having an effective interest cost or weighted average yield that is less than the effective interest cost or weighted average yield of the Term Loans (or portion thereof) so prepaid or repriced (a “Repricing Transaction”)) occurring after the first anniversary of the Effective Date, but on or prior to the second anniversary of the Effective Date, such prepayment or repricing will be made at 101.0% of the principal amount so prepaid or repriced. If all or any portion of the Term Loans held by any Term Lender are effectively prepaid, refinanced or replaced pursuant to Section 2.17 as a result of, or in...
Term Loan Call Protection. (i) The Company may not voluntarily prepay the Term Loans prior to July 15, 2005, except that the Company may on any one or more occasions make such prepayment with the proceeds of one or more Public Equity Offerings as set forth in this clause (i). In the event that for any reason the Term Loans are voluntarily prepaid prior to July 15, 2005, the Company shall pay the Lenders a prepayment premium equal to a percentage of the principal amount of the Term Loans being prepaid, such percentage equal to the lesser of (1) the applicable per annum interest rate pursuant to Section 2.05(a)(i) for the day on which such prepayment shall occur and (2) the applicable per annum interest rate pursuant to Section 2.05(a)(ii) for a one month Interest Period beginning on the day on which such prepayment shall occur; provided that:
(A) prior to July 15, 2005, the Company shall not be permitted to prepay the Term Loans having a principal amount greater than 35% of the aggregate principal amount of Term Loans extended under this Agreement since the Closing Date;
(B) the Company may elect to make such prepayment only with the net cash proceeds of one or more Public Equity Offerings; and
(C) each such prepayment must occur within 45 days of the closing of such Public Equity Offering; In the event that for any reason the Term Loans are voluntarily prepaid on or after July 15, 2005, the Company shall pay to Lenders a prepayment premium equal to the percentage set forth below opposite the period in which such prepayment shall occur multiplied by the principal amount of the Term Loans being prepaid. Term Loans may be prepaid without prepayment premium after July 15, 2006. -------------------------------------------------------- Year Ending on Percentage -------------------------------------------------------- July 15, 2006 3.00% --------------------------------------------------------
Term Loan Call Protection. In the event that, on or prior to February 18, 2012, (a) the Borrower makes any prepayment of Term B Loans in connection with any Repricing Transaction or (b) 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 Term B Loan Lender, (i) in the case of clause (a), a prepayment premium of 1% of the amount of the Term B Loans being prepaid and (ii) in the case of clause (b), a payment equal to 1% of the aggregate amount of the Term B Loans outstanding immediately prior to such amendment. The obligation of the Borrower to pay any premium or make any other payment under this Section 2.8(d), and the amounts thereof, may not be amended, changed, reduced or waived unless evidenced by a writing signed by or on behalf of the Administrative Agent and the Requisite Term B Loan Lenders.
Term Loan Call Protection. Notwithstanding the foregoing, in the event that, on or prior to the date which is twelve months after the Closing Date, the Borrower (x) prepays, refinances, substitutes or replaces any Initial Tranche A Term Loans or any Initial Tranche B Term Loans pursuant to a 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 Loan Lenders, (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Initial Tranche A Term Loans and/or Initial Tranche B Term Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Initial Tranche A Term Loans and Initial Tranche B Term Loans outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction; provided that, for the avoidance of doubt, the Borrower shall not be subject to the requirements of this Section 2.11 with respect to any Repricing Transaction occurring after the twelve month anniversary of the Closing Date.
Term Loan Call Protection. The Borrowers will pay a prepayment premium in connection with any Repricing Event with respect to all or any portion of the Term Loans that occurs on or before the twelve month anniversary of the Effective Date (whether before or after acceleration of the Term Loans or the commencement of any bankruptcy or insolvency proceeding), in an amount equal to 1.0% of the principal amount of the Term Loans subject to such Repricing Event.
Term Loan Call Protection. In the event that the Term Loans are prepaid or repaid in whole or in part prior to the third anniversary of the Closing Date, the Company shall pay to Lenders having Term Loan Exposure a prepayment premium on the amount so prepaid or repaid as follows: PREPAYMENT PREMIUM AS A PERCENTAGE OF THE AMOUNT SO PREPAID RELEVANT PERIOD OR REPAID --------------- --------------------- On or prior to the first anniversary of 3.0% the Closing Date On or prior to the second anniversary of 2.0% the Closing Date but after the first anniversary of the Closing Date On or prior to the third anniversary of 1.0% the Closing Date but after the second anniversary of the Closing Date
Term Loan Call Protection. In the event that all or any portion of the Term Loans are (i) repaid, prepaid, refinanced or replaced or (ii) repriced or effectively refinanced through any waiver, consent or amendment (in each case, in connection with any waiver, consent or amendment to the Term Loans directed at, or the result of which would be, the lowering of the effective interest cost or the Weighted Average Yield of the Term Loans or the incurrence of any debt financing having an effective interest cost or Weighted Average Yield that is less than the effective interest cost or Weighted Average Yield of the Term Loans (or portion thereof) so repaid, prepaid, refinanced, replaced or repriced (a “Repricing Transaction”)) occurring on or prior to the first anniversary of the Funding Date, such repayment, prepayment, refinancing, replacement or repricing will be made at 101.0% of the principal amount so repaid, prepaid, refinanced, replaced or repriced. If all or any portion of the Term Loans held by any Lender is repaid, prepaid, refinanced or replaced pursuant to Section 2.24 as a result of, or in connection with, such Lender not agreeing or otherwise consenting to any waiver, consent or amendment referred to in clause (ii) above (or otherwise in connection with a Repricing Transaction), in each case on or prior to the first anniversary of the Funding Date, such repayment, prepayment, refinancing or replacement will be made at 101.0% of the principal amount so repaid, prepaid, refinanced or replaced.
Term Loan Call Protection. Notwithstanding the foregoing, in the event that, on or prior to the date which is [REDACTED – Time Period] after the Closing Date, the Borrower (x) prepays, refinances, substitutes or replaces any Initial Term Loans pursuant to a 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 Loan Lenders, (I) in the case of clause (x), a prepayment premium of [REDACTED – Percentage] of the aggregate principal amount of the Initial Term Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to [REDACTED – Percentage] of the aggregate principal amount of the applicable Initial Term Loans outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction; provided that, for the avoidance of doubt, the Borrower shall not be subject to the requirements of this Section 2.11 with respect to any Repricing Transaction occurring after [REDACTED – Time Period].
