Common use of Call Premium Clause in Contracts

Call Premium. In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of the Initial Term Loans in connection with any Repricing Transaction (as defined below) 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, a fee in an amount equal to, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Initial Term Loans being prepaid and (y) in the case of clause (ii), a payment equal to 1.0% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are affected by such Repricing Transaction. Such fees shall be due and payable within five (5) Business Days of the date of the effectiveness of such Repricing Transaction. For the purpose of this clause (c), “Repricing Transaction” means (a) any prepayment or repayment of the Initial Term Loans with the proceeds of, or any conversion of the Initial Term Loans into, any new or replacement tranche of term loans or Indebtedness bearing interest with an “effective yield” (taking into account upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such new or replacement loans) less than the “effective yield” applicable to the Initial Term Loans (as such comparative yields are determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices) and (b) any amendment to the pricing terms of the Initial Term Loans which reduces the “effective yield” applicable to the Initial Term Loans.

Call Premium. In the event that, on or prior to the six-month first anniversary of the Closing Date, any of the Borrower following occurs (any such event, a “Repricing Transaction”): (i) the Borrower makes any prepayment of the Initial Term Loans in connection with any Repricing Transaction (as defined below) 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, a fee in an amount equal to, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Initial Term Loans being prepaid and (y) in the case of clause (ii), a payment equal to 1.0% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are affected by such Repricing Transaction. Such fees shall be due and payable within five (5) Business Days of the date of the effectiveness of such Repricing Transaction. For the purpose of this clause (c), “Repricing Transaction” means (a) any prepayment or repayment of the Initial Term B Loans with the proceeds of, or any conversion of the Initial Term B Loans into, any new or replacement tranche of term loans or Indebtedness bearing interest with an “effective yield” (taking into account account, for example, upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such new or replacement loansIndebtedness) less than the “effective yield” applicable to all or a portion of the Initial Term B Loans subject to such prepayment (as such comparative yields are determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices); or (ii) and (b) the Borrower effects any amendment to the pricing terms of the Initial Term Loans this Agreement which reduces the “effective yield” applicable to all or a portion of the Initial Term B Loans; the Borrower will pay a premium (a “Call Premium”), for the ratable account of each Term B Lender that holds Initial Term B Loans, in an amount equal to 1.0% of the aggregate principal amount of the Initial Term B Loans subject to such Repricing Transaction (it being understood that any such Call Premium with respect to a Repricing Transaction under clause (c)(ii) shall be paid to each non-consenting Lender that is replaced in such Repricing Transaction pursuant to Section 10.13). Such Call Premium shall be due and payable within three (3) Business Days of the date of the effectiveness of such Repricing Transaction.

Call Premium. In the event that, on or prior to the six-month anniversary of date that is six months after the Closing Date, any of the Borrower following occurs (any such event, a “Repricing Transaction”; provided that any event or transaction described in clause (i) makes any prepayment of the Initial Term Loans in connection with any Repricing Transaction (as defined below) or (ii) effects any amendment below undertaken in connection with a Change of this Agreement resulting in Control shall not constitute a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Lender, a fee in an amount equal to, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Initial Term Loans being prepaid and (y) in the case of clause (ii), a payment equal to 1.0% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are affected by such Repricing Transaction. Such fees shall be due and payable within five (5) Business Days of the date of the effectiveness of such Repricing Transaction. For the purpose of this clause (c), “Repricing Transaction” means hereunder): (ai) the Borrower makes any prepayment or repayment of the Initial Term B Loans with the proceeds of, or any conversion of the Initial Term B Loans into, any new or replacement tranche of term loans or bank Indebtedness bearing interest with an “effective yield” (taking into account account, for example, upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such new or replacement loansIndebtedness) that is less than the “effective yield” applicable to all or a portion of the Initial Term B Loans subject to such prepayment (as such comparative yields are determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices); or (ii) and (b) the Borrower effects any amendment to the pricing terms of the Initial Term Loans this Agreement which reduces the “effective yield” applicable to all or a portion of the Initial Term B Loans.; the Borrower will pay a premium (a “Call Premium”), for the ratable account of each Term B Lender that holds Initial Term B Loans, in an amount equal to 1.0% of the aggregate principal amount of the Initial Term B Loans subject to such Repricing Transaction (it being understood that any such Call Premium with respect to a Repricing Transaction under clause (c)(ii) shall be paid to each non-consenting Lender that is replaced in such Repricing Transaction pursuant to Section 10.13). Such Call Premium shall be due and payable within three (3) Business Days of the date of the effectiveness of such Repricing Transaction. 67072595_7

Call Premium. In the event that, on or prior to during the six-six month anniversary of period following the Closing Date, the Borrower (i) makes any prepayment of the Initial Term Loans in connection with any Repricing Transaction (as defined below) 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, a fee in an amount equal to, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Initial Term Loans being prepaid and (y) in the case of clause (ii), a payment equal to 1.0% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that which are affected by such Repricing Transaction. Such fees shall be due and payable within five (5) Business Days of the date of the effectiveness of such Repricing Transaction. For the purpose of this clause (c), “Repricing Transaction” means (aA) any prepayment or repayment of the Initial Term Loans with the proceeds of, or any conversion of the Initial Term Loans into, any new or replacement tranche of term loans or Indebtedness (including, without limitation, any Refinancing Term Loans or Refinancing Notes) bearing interest with an “effective yield” (taking into account upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such new or replacement loans) less than the “effective yield” applicable to the Initial Term Loans (as such comparative yields are determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices) and ), (bB) any amendment to the pricing terms of the Initial Term Loans which reduces the “effective yield” applicable to the Initial Term LoansLoans and (C) replacement of any Non-Consenting Lender under Section 3.12.

Call Premium. In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) In addition to the amount of any applicable Yield Maintenance Fee during the Yield Maintenance Period, subject to clause (ii) below, in the event that (A) the Borrower makes any prepayment of the Initial Term Loans in connection with any Repricing Transaction (as defined belowpursuant to Section 2.04(a) or Section 2.04(b)(vi) or Section 2.04(b)(vii) or (iiB) effects the unpaid principal balance of any amendment Term A Loan or Term B Loan is accelerated (whether by election or automatically) upon the occurrence of this Agreement resulting an Event of Default pursuant to Section 6.01 (including any acceleration upon the occurrence of an actual or deemed entry of an order for relief with respect to any Loan Party under the Bankruptcy Code or any other Bankruptcy Law, including, without limitation, upon the occurrence of an Event of Default pursuant to Section 6.01(f)), in a Repricing Transactioneach case during the Call Premium Period (the principal amount of such prepayment or amount so accelerated being the “Called Amount”), the Borrower shall pay to the Administrative Agent, for the ratable account benefit of each applicable Lenderthe Term Loan A Lenders and the Term Loan B Lenders, a fee Call Premium in an amount equal toto the product of the Called Amount and the applicable percentage set forth below under the caption “Call Premium Percentage”: From Effective Date to second anniversary thereof 1.00% From second anniversary of Effective Date to third anniversary thereof 2.00% From third anniversary of Effective Date to fourth anniversary thereof 1.00% (ii) Notwithstanding anything set forth in this Agreement, (x) no Call Premium will be due during any time period that is not the Call Premium Period; provided, however, that, in the case event of an acceleration of the FacilitiesTerm Loan A Facility or the Term Loan B Facility (whether by election or automatically) upon the occurrence of an Event of Default pursuant to Section 6.01 (including any acceleration upon the occurrence of an actual or deemed entry of an order for relief with respect to any Loan Party under the Bankruptcy Code or any other Bankruptcy Law, including, without limitation, upon the occurrence of an Event of Default pursuant to Section 6.01(f)), the Call Premium shall apply and shall be determined pursuant to clause (i), c)(i) above as if a prepayment premium of 1.0% of the amount of the Initial Term Loans being prepaid and (y) in the case of clause (ii), a payment equal to 1.0% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are affected by such Repricing Transaction. Such fees shall be due and payable within five (5) Business Days of occurred on the date of such acceleration. (iii) At any time prior to the effectiveness TLA/TLB Repayment Event, no call premium, fees or other amounts in respect of Term Loan C Facilities shall be paid to any Term Loan C Lender, including any such Repricing Transaction. For payments under the purpose of this clause (c), “Repricing Transaction” means (a) any prepayment or repayment of the Initial Term Loans with the proceeds of, Loan C Side Letter or any conversion of other side letter or a fee letter entered into among any Loan Party and the Initial Term Loans into, any new or replacement tranche of term loans or Indebtedness bearing interest with an “effective yield” (taking into account upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such new or replacement loans) less than the “effective yield” applicable to the Initial Term Loans (as such comparative yields are determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices) and (b) any amendment to the pricing terms of the Initial Term Loans which reduces the “effective yield” applicable to the Initial Term LoansLoan C Lenders.

Call Premium. In the event that, on or prior to the six-month anniversary date that is six months after the Third Amendment EffectiveRestatement Date, any of the Closing Datefollowing occurs (any such event, the Borrower a “Repricing Transaction”; provided that any event or transaction described in clause (i) makes any prepayment of the Initial Term Loans in connection with any Repricing Transaction (as defined below) or (ii) effects any amendment below undertaken in connection with a Change of this Agreement resulting in Control or a Repricing Transaction, the Borrower Transformative Acquisition/Investment shall pay to the Administrative Agent, for the ratable account of each applicable Lender, not constitute a fee in an amount equal to, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Initial Term Loans being prepaid and (y) in the case of clause (ii), a payment equal to 1.0% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are affected by such Repricing Transaction. Such fees shall be due and payable within five (5) Business Days of the date of the effectiveness of such Repricing Transaction. For the purpose of this clause (c), “Repricing Transaction” means hereunder): (ai) the Borrower makes any prepayment or repayment of any of the Initial Term B Loans with the proceeds of, or any conversion of the such Initial Term B Loans into, any new or replacement tranche of term loans or bank Indebtedness bearing interest with an “effective yield” (taking into account account, for example, upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such new or replacement loansIndebtedness) that is less than the “effective yield” applicable to all or a portion of the applicable Initial Term B Loans subject to such prepayment or repayment or conversion (as such comparative yields are determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices); or (ii) and (b) the Borrower effects any amendment to the pricing terms of the Initial Term Loans this Agreement which reduces the “effective yield” applicable to all or a portion of any of the Initial Term B Loans; the Borrower will pay a premium (a “Call Premium”), for the ratable account of each Term B Lender that holds Initial Term B Loans that are subject to such Repricing Transaction, in an amount equal to 1.0% of the aggregate principal amount of the applicable Initial Term B Loans subject to such Repricing Transaction (it being understood that any such Call Premium with respect to a Repricing Transaction under clause (c)(ii) shall be paid to each non-consenting Lender that is replaced in such Repricing Transaction pursuant to Section 10.13). Such Call Premium shall be due and payable within three (3) Business Days of the date of the effectiveness of such Repricing Transaction.

Call Premium. In the event that, on or prior to the six-month anniversary of date that is six (6) months after the Closing First Amendment Effective Date, the Borrower Borrowers (i) makes make any prepayment of the Initial Incremental Term Loans Loan in connection with any Repricing Transaction (as defined below) or (ii) effects effect any amendment of this Agreement resulting in a another Repricing Transaction, the Borrower Borrowers shall pay to the Administrative Agent, for the ratable account of each applicable Incremental Lender, a fee in an amount equal to, (x) in the case of clause (i), a prepayment premium of 1.01.00% of the aggregate principal amount of the Initial Incremental Term Loans Loan being prepaid and (y) in the case of clause (ii), a payment equal to 1.01.00% of the aggregate principal amount of the applicable Initial Incremental Term Loans Loan outstanding immediately prior to such amendment but only to the extent that are such amount of the Incremental Term Loan is affected by such Repricing Transaction. Such fees shall be due and payable within five three (53) Business Days of the date of the effectiveness of such Repricing Transaction. Notwithstanding the foregoing, no prepayment premiums shall be due in the case of a refinancing of the Incremental Term Loan in connection with a transformative acquisition or in connection with a “change of control” transaction or an initial public offering of the equity interests of a Borrower. For the purpose of this clause (cviii), “Repricing Transaction” means (a) any prepayment or repayment of the Initial Incremental Term Loans Loan with the proceeds of, or any conversion of the Initial Incremental Term Loans Loan into, any new or replacement tranche of term loans or Indebtedness with a primary purpose of bearing interest with an “effective yield” (taking into account account, for example, upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such new or replacement loans) which is less than the “effective yield” applicable to the Initial Incremental Term Loans (as such comparative yields are determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices) Loan and (b) any amendment to the pricing terms of the Initial Incremental Term Loans Loan which as a primary purpose of such amendment reduces the “effective yield” applicable to the Initial Incremental Term LoansLoan.

Call Premium. In Notwithstanding anything to the contrary in the Credit Agreement, in the event that, on or prior to the six-six month anniversary of the Closing Effective Date, the Borrower (i) makes any prepayment of the Initial Incremental Term B Loans in connection with any Repricing Transaction (as defined below) or (ii) effects any amendment of this the Credit Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Incremental Term B Lender, a fee in an amount equal to, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Initial Incremental Term B Loans being prepaid and (y) in the case of clause (ii), a payment equal to 1.0% of the aggregate amount of the applicable Initial Incremental Term B Loans outstanding immediately prior to such amendment that are affected by such Repricing Transactionamendment. Such fees shall be due and payable within five (5) Business Days of on the date of the effectiveness of such Repricing Transaction. For the purpose of this clause (c), “Repricing Transaction” means (ai) any prepayment or repayment of the Initial Incremental Term B Loans with the proceeds of, or any conversion of the Initial Incremental Term B Loans into, any new or replacement tranche of term loans or Indebtedness (including, without limitation, Replacement Term Loans) bearing interest with an “effective yield” (taking into account upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such new or replacement loans) Effective Yield less than the “effective yield” Effective Yield applicable to the Initial Incremental Term B Loans (as such comparative yields are determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices) and (bii) any amendment to the pricing terms of the Initial Incremental Term B Loans which reduces the “effective yield” Effective Yield applicable to the Initial Incremental Term B Loans (it being understood that such premium shall apply to any Non-Consenting Lender that is replaced under Section 5.12(b) of the Credit Agreement in connection with any such amendment), in each case, other than any such prepayment, repayment, conversion or amendment that is undertaken in connection with the consummation of a Permitted Acquisition or other acquisition permitted under the Credit Agreement or the occurrence of a Change in Control or a sale of all or substantially all of the assets of the Borrower (so long as the primary purpose of such prepayment, repayment, conversion or amendment is not to reduce the Effective Yield applicable to the Incremental Term B Loans).

Call Premium. In the event that, on or prior to the six-month anniversary of date that is six months after the Closing Date, any of the Borrower following occurs (any such event, a “Repricing Transaction”): (i) the Borrower makes any prepayment of the Initial Term Loans in connection with any Repricing Transaction (as defined below) 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, a fee in an amount equal to, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Initial Term Loans being prepaid and (y) in the case of clause (ii), a payment equal to 1.0% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are affected by such Repricing Transaction. Such fees shall be due and payable within five (5) Business Days of the date of the effectiveness of such Repricing Transaction. For the purpose of this clause (c), “Repricing Transaction” means (a) any prepayment or repayment of the Initial Term B Loans with the proceeds of, or any conversion of the Initial Term B Loans into, any new or replacement tranche of term loans or Indebtedness bearing interest with an “effective yield” (taking into account account, for example, upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such new or replacement loansIndebtedness) that is less than the “effective yield” applicable to all or a portion of the Initial Term B Loans subject to such prepayment (as such comparative yields are determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices); or (ii) and (b) the Borrower effects any amendment to the pricing terms of the Initial Term Loans this Agreement which reduces the “effective yield” applicable to all or a portion of the Initial Term B Loans; the Borrower will pay a premium (a “Call Premium”), for the ratable account of each Term B Lender that holds Initial Term B Loans, in an amount equal to 1.0% of the aggregate principal amount of the Initial Term B Loans subject to such Repricing Transaction (it being understood that any such Call Premium with respect to a Repricing Transaction under clause (c)(ii) shall be paid to each non-consenting Lender that is replaced in such Repricing Transaction pursuant to Section 10.13). Such Call Premium shall be due and payable within three (3) Business Days of the date of the effectiveness of such Repricing Transaction.