Applicable Premium. (i) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium.
Applicable Premium. (i) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Collateral Agent, for the account of the Lenders in accordance with a written agreement among the Agents and the Lenders, the Applicable Premium.
Applicable Premium. Upon the making of any prepayment in accordance with Section 2.6 or otherwise (including, without limitation, as a result of acceleration and/or as otherwise contemplated below) at any time prior to the first anniversary of the Closing Date, the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage, the Make-Whole Amount. Notwithstanding anything to the contrary herein, the Borrower acknowledges and agrees that if payment of the Obligations is accelerated or the Term Loan and other Obligations otherwise become due prior to the first anniversary of the Closing Date, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of applicable law)) or otherwise, the Make-Whole Amount with respect to any optional repayment or prepayment of the Term Loan will also be due and payable immediately as though the Term Loan were prepaid (regardless of whether all or any portion of the Term Loan were or will be paid or 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 Lender’s lost profits as a result thereof. The Make-Whole Amount payable above shall be presumed to be the liquidated damages sustained by each Lender as the result of the early redemption and the Loan Parties agree that it is reasonable under the circumstances currently existing. The Make-Whole Amount shall also be payable immediately 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 on any date prior to the first anniversary of the Closing Date. EACH OF THE LOAN PARTIES 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 MAKE-WHOLE AMOUNT IN CONNECTION WITH ANY SUCH ACCELERATION. The Loan Parties expressly agree (to the fullest extent they may lawfully do so) that: (A) the Make-Whole Amount is reasonable and is the product of an arm’s-length transaction between sophisticated business people, ably represented by counsel; (B) the Make-Whole Amount shall be payable notwithstanding the then-prevailing market rates at the time paym...
Applicable Premium. 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.
Applicable Premium. (A) Upon the making of any payment, repayment, prepayment (other than payments under Sections 2.4(b), 2.6(a)(iii), 2.6(a)(v) or 2.6(a)(vii)), replacement, refinancing, reduction or other satisfaction of the Term Loan (including, without limitation, as a result of acceleration and/or as otherwise contemplated below) (any such event, a “Payment”) (i) at any time during the first eighteen (18) months after the Closing Date, the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage (x), one hundred fifty percent (150%) of the Applicable Rate or Default Rate (as applicable), multiplied by (y), the amount of such prepayment, (ii) at any time during or after the nineteenth (19th) month through twenty-fourth (24th) month after the Closing Date, the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage (x), fifty percent (50%) of the Applicable Rate or Default Rate (as applicable), multiplied by (y), the amount of such Payment and (iii) at any time during or after the twenty-fifth (25) month after the Closing Date but prior to the date that is 90 days before the Maturity Date, the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage (x), twenty five percent (25%) of the Applicable Rate or Default Rate (as applicable), multiplied by (y), the amount of such Payment or (B) upon the making of any prepayment in accordance with Section 2.6(a)(v) or Section 2.6(a)(vii), the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage, a premium equal to 1.00% of the aggregate principal amount of the Term Loan so prepaid (collectively, each a “Prepayment Premium”). Notwithstanding anything to the contrary herein, the Borrower acknowledges and agrees that if payment of the Obligations is accelerated or the Term Loan and other Obligations otherwise become due prior to the time period specified above, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of Applicable Law) or a Change of Control) or otherwise, the Prepayment Premium with respect to any payment, repayment or prepayment of the Term Loan will also be due and payable immediately as though the Term Loan were prepaid (regardless of whether all or any portion of the Term Loan were or will b...
Applicable Premium. As used herein, "Applicable Premium" means ------------------ an amount calculated as of the date (the "Determination Date") fixed for the redemption of the Exchange Notes of such series as follows:
Applicable Premium. With respect to each repayment or prepayment Loans under Section 2.05(a), Section 2.05(b)(i) and Section 2.05(b)(iii), any acceleration of the Loans and other Obligations pursuant to Section 8.02, any repayment, or any mandatory assignment of the Loans of any Lender by a Non-Consenting Lender in connection with a Repricing Transaction or any amendment, amendment and restatement or other modification of this Agreement resulting in a Repricing Transaction, the Borrower shall be required to pay with respect to the amount of the Loans repaid, prepaid, assigned or subject to a Repricing Transaction, in each case, concurrently with such repayment, prepayment, assignment or Repricing Transaction, the following amount (the “Applicable Premium”):
Applicable Premium. (i) Upon any prepayment or repayment in full of the Term Loans pursuant to Section 2.03(a) or Section 2.05(c) of the Financing Agreement, as applicable, the Borrowers shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium.
Applicable Premium. The definition of “Applicable Premium” in Section 1.01 of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:
Applicable Premium. With respect to (x) each repayment or prepayment of Loans under Section 2.05(a) and Section 2.05(b)(iii), in each case, prior to the Maturity Date, and (y) any repayment upon acceleration of the Loans pursuant to Article VIII prior to the Scheduled Maturity Date, the Borrower shall be required to pay with respect to the amount of the Loans repaid or prepaid, in each case, concurrently with such repayment or prepayment, a premium in an amount equal to 3.00% of the amount of the Loans being repaid or prepaid (the “Applicable Premium”).
