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. (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:
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. 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. 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. Each prepayment of Term Loans (a “Payment Event”) pursuant to Section 2.11(a) or Section 2.12(a), (b) or (c) shall be accompanied by payment of the Applicable Premium. If the Term Loans are accelerated or otherwise become due prior to the date that is eighteen (18) months following the Effective Date for any reason (including the acceleration of claims by operation of law), in each case, as a result of an Event of Default, the amount of principal of, accrued and unpaid interest and premium on the Term Loans that becomes due and payable shall equal 100% of the principal amount of the Term Loans prepaid plus the Applicable Premium in effect on the date of such acceleration plus accrued and unpaid interest on the applicable Term Loans as of the date of acceleration, as if such acceleration were a voluntary prepayment of the Loans pursuant to Section 2.11(a). Without limiting the generality of the foregoing, in the event the Term Loans are accelerated or otherwise become due prior to the date that is eighteen (18) months following the Effective Date, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of an Event of Default arising under Section 9.1(f) (including the acceleration of claims by operation of law)), the Applicable Premium with respect to a prepayment of the Term Loans pursuant to Section 2.11(a) will also be due and payable as though all of the Term Loans were voluntarily prepaid and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Term Lender’s lost profits as a result thereof. Any premium (including the Applicable Premium) payable above shall be presumed to be the liquidated damages sustained by each Term Lender as the result of the early redemption and the Loan Parties agree that it is reasonable under the circumstances currently existing. The premium (including the Applicable Premium) shall also be payable in respect of all of the Term Loans in the event the Term Loans are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE BORROWER AND EACH OTHER LOAN PARTY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM (INCLUDING THE A...
Term Loan Call Protection. In the event that all or any portion of the Term Loans is (i) repriced or effectively refinanced through any waiver, consent or amendment the primary purpose of which is directed at, or the result of which would be, the lowering of the effective interest cost or the Weighted Average Yield (assuming a four-year life to maturity for calculation of interest rates for closing fees or original issue discount) of the Term Loans or (ii) repaid, prepaid, refinanced or replaced through the incurrence of any debt financing the primary purpose of which is to decrease the effective interest cost or Weighted Average Yield (assuming a four-year life to maturity for calculation of interest rates for closing fees or original issue discount) 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, in each case of the foregoing clauses (i) and (ii), other than in connection with a change of control (including a Change of Control) or a Transformative Acquisition (a “Repricing Transaction”), occurring on or prior to the first anniversary of the Closing Date (and including, for avoidance of doubt, any prepayment made pursuant to Section 2.14(c) that constitutes 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 or replaced on or prior to the first anniversary of the Closing Date pursuant to Section 2.23 as a result of, or in connection with, such Lender being a Non-Consenting Lender with respect to any waiver, consent or amendment referred to in clause (i) above (or otherwise in connection with a Repricing Transaction), 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].
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
