Applicable Premium Trigger Event means (i) any prepayment by any Loan Party of all, or any part, of the principal balance of the Term Loan for any reason (including, but not limited to, any voluntary prepayment pursuant to Section 2.05 or mandatory prepayment pursuant to Section 2.06, any distribution in respect of the Term Loan during any Insolvency Proceeding, and any refinancing thereof), whether in whole or in part, and whether before or after (x) the occurrence of an Event of Default, or (y) the commencement of any Insolvency Proceeding, and notwithstanding any acceleration (for any reason) of the Obligations; (ii) the acceleration of the Obligations in accordance with the terms hereof, including, but not limited to, acceleration in accordance with Section 8.02, including as a result of an Event of Default arising under Section 8.01(g); (iii) the satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement, defeasance or compromise of any of the Obligations in any Insolvency Proceeding, foreclosure (whether by power of judicial proceeding or otherwise) or deed in lieu of foreclosure or the making of a distribution of any kind in any Insolvency Proceeding to the Administrative Agent, for the account of the Lenders in full or partial satisfaction of the Obligations; or (iv) the termination of this Agreement in accordance with the terms hereof or in accordance with applicable law (including, without limitation, as a result of, or during the pendency of, an Insolvency Proceeding). For purposes of the definition of the term Early Termination Fee, if an Applicable Premium Trigger Event occurs under clause (ii), (iii) or (iv) above, the entire outstanding principal amount of the Term Loan shall be deemed to have been prepaid on the date on which such Applicable Premium Trigger Event occurs.
Applicable Premium Trigger Event means the date of the occurrence of any of the following: (i) the occurrence of the applicable Redemption Date (for the avoidance of doubt, subject to the satisfaction or waiver of any conditions thereto) following the Issuer’s exercise of its option to redeem pursuant to Section 10.01(b) (solely with respect to the Securities to be redeemed on such date), (ii) an acceleration of the Obligations in respect of an Event of Default (including, for the avoidance of doubt, an acceleration that occurs automatically upon the occurrence of an Event of Default specified in Section 5.01(i) or 5.01(j)), (iii) a foreclosure and sale of, or collection of, the Collateral as a result of an Event of Default, (iv) sale of the Collateral in any insolvency proceeding, (v) the satisfaction or release of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any insolvency proceeding or (vi) the termination of this Indenture for any reason following acceleration of the Obligations or in connection with any insolvency proceeding; provided, however, that any repurchase of the Securities in accordance with Section 9.07 or pursuant to an Offer to Purchase shall not constitute an Applicable Premium Trigger Event.
Applicable Premium Trigger Event means, without duplication:
Examples of Applicable Premium Trigger Event in a sentence
Any Applicable Premium payable in accordance with this Section 2.8(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and the Credit Parties agree that it is reasonable under the circumstances currently existing.
Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders, the Applicable Premium.
Any Applicable Premium payable in accordance with this Section 5.2 shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and Borrower and the other Loan Parties agree that it is reasonable under the circumstances currently existing.
Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, the Early Termination Fee.
Upon the occurrence of an Applicable Premium Trigger Event, Borrower shall pay to Administrative Agent, for the sole and separate account of Administrative Agent, the applicable premium (each such applicable premium, an “Applicable Premium”), calculated in accordance with this Section 5.2.
More Definitions of Applicable Premium Trigger Event
Applicable Premium Trigger Event means: (a) any payment by any Loan Party of all, or any part, of the principal balance of any Term Loan for any reason (including, without limitation, any optional prepayment or mandatory prepayment (other than (i) any repayment of any Term Loan pursuant to Section 2.03(b) and (ii) any mandatory prepayment of any Term Loan pursuant to Section 2.05(c)(i)), whether before or after (A) the occurrence of an Event of Default, or (B) the commencement of any Insolvency Proceeding, and notwithstanding any acceleration (for any reason) of the Term Loan Obligations (but without duplication of clause (b) or (c) of this definition below); (b) the acceleration of the Term Loan Obligations for any reason, including, without limitation, acceleration in accordance with Section 9.01, including as a result of the commencement of an Insolvency Proceeding; (c) the satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement, defeasance or compromise of any of the Term Loan Obligations in any Insolvency Proceeding, foreclosure (whether by power of judicial proceeding or otherwise) or deed in lieu of foreclosure or the making of a distribution of any kind in any Insolvency Proceeding to any Agent, for the account of the Lenders in full or partial satisfaction of the Term Loan Obligations; or (d) the termination of this Agreement for any reason. “Assignment and Acceptance” means an assignment and acceptance entered into by an assigning Lender and an assignee, and accepted by the Administrative Agent (and the Revolving Agent, if applicable), in accordance with Section 12.07 hereof and substantially in the form of Exhibit B hereto or such other form acceptable to the Administrative Agent (and the Revolving Agent, if applicable). “Authorized Officer” means, with respect to any Person, the chief executive officer, chief operating officer, chief financial officer, corporate controller, treasurer or other financial officer performing similar functions, president or executive vice president of such Person. “Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an
Applicable Premium Trigger Event has the meaning specified in the Fee Letter.
Applicable Premium Trigger Event means
Applicable Premium Trigger Event means (i) any prepayment by any Loan Party of all, or any part, of the principal balance of the Term Loan for any reason (including, but not limited to, any optional prepayment or mandatory prepayment (other than a prepayment pursuant to Sections 2.05(a) (ii), 2.06(b), (d) or (e)), and distribution in respect thereof, and any refinancing thereof), whether in whole or in part, and whether before or after (x) the occurrence of an Event of Default, or (y) the commencement of any Insolvency Proceeding, and notwithstanding any acceleration (for any reason) of the Obligations; (ii) the acceleration of the Obligations for any reason, including, but not limited to, acceleration in accordance with Section 8.02, including as a result of the commencement of an Insolvency Proceeding; (iii) the satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement, defeasance or compromise of any of the Obligations in any Insolvency Proceeding, foreclosure (whether by power of judicial proceeding or otherwise) or deed in lieu of foreclosure or the making of a distribution of any kind in any Insolvency Proceeding to the Agent, for the account of the Lenders in full or partial satisfaction of the Obligations; or (iv) the termination of this Agreement for any reason. For purposes of the definition of the term Early Termination Fee, if an Applicable Premium Trigger Event occurs under clause (ii), (iii) or(iv) above, the entire outstanding principal amount of the Term Loan shall be deemed to have been prepaid on the date on which such Applicable Premium Trigger Event occurs.
Applicable Premium Trigger Event means (i) any prepayment by any Loan Party of all, or any part, of the principal balance of the Term Loan for any reason (including, but not limited to, any optional prepayment or mandatory prepayment, and distribution in respect thereof, and any refinancing thereof), whether in whole or in part, and whether before or after (x) the occurrence of an Event of Default, or (y) the commencement of any Insolvency Proceeding, and notwithstanding any acceleration (for any reason) of the Obligations; (ii) the acceleration of the Obligations for any reason, including, but not limited to, acceleration in accordance with Section 9, including as a result of the commencement of an Insolvency Proceeding; (iii) the satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement, defeasance or compromise of any of the Obligations in any Insolvency Proceeding, foreclosure (whether by power of judicial proceeding or otherwise) or deed in lieu of foreclosure or the making of a distribution of any kind in any Insolvency Proceeding to the Agent, for the account of the Lenders in full or partial satisfaction of the Obligations; or (iv) the termination of this Agreement for any reason. For purposes of the definition of the term Early Termination Fee, if an Applicable Premium Trigger Event occurs under clause (ii), (iii) or (iv) above, the entire outstanding principal amount of the Term Loan shall be deemed to have been prepaid on the date on which such Applicable Premium Trigger Event occurs.
Applicable Premium Trigger Event in Section 1.01 of the Financing Agreement is hereby amended and restated in its entirety to read as follows:
Applicable Premium Trigger Event means the Borrower prepays, repays, replaces or refinances all or any portion of the Loans pursuant to Sections 2.8(a) or 2.8(b)(i), (ii), or (iv) or otherwise effectuates a prepayment, repayment, replacement or refinancing of all or any portion of the Loans under this Agreement (other than, for the avoidance of doubt, a prepayment pursuant to Section 2.8(b)(iii) of this Agreement), and for avoidance of doubt, shall include any prepayment or repayment as a result of the occurrence of any Event of Default (including as a result of any acceleration of any Loan and/or the occurrence of any Event of Default upon any bankruptcy, insolvency or similar proceeding under any Debtor Relief Law), the foreclosure or enforcement of any Lien on, or sale of, any Collateral pursuant to any Loan Document (including in any bankruptcy, insolvency or similar proceeding under any Debtor Relief Law) or the repricing, restructuring, reorganization or compromise of any Loan in connection with the confirmation of a plan of reorganization or any other plan of compromise, restructuring or arrangement in any bankruptcy, insolvency or similar proceeding under any Debtor Relief Law.