Common use of Call Premium Clause in Contracts

Call Premium. In the event that, on or prior to the date that is six months after the Closing Date, any of the following occurs (any such event, a “Repricing Transaction”): (i) the Borrower makes any prepayment of the Initial Term B Loans with the proceeds of, or any conversion of Initial Term B Loans into, any new or replacement Indebtedness bearing interest with an “effective yield” (taking into 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 Indebtedness) 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) the Borrower effects any amendment to 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 date that is six months after first anniversary of the Closing Date, any of the following occurs (any such event, a “Repricing Transaction”): (i) the Borrower makes any prepayment of the Initial Term B Loans with the proceeds of, or any conversion of Initial Term B Loans into, any new or replacement Indebtedness bearing interest with an “effective yield” (taking into 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 Indebtedness) 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) the Borrower effects any amendment to 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 date that is six months after the Closing Date, any of the following occurs (any such event, a “Repricing Transaction”; provided that any event or transaction described in clause (i) or (ii) below undertaken in connection with a Change of Control shall not constitute a “Repricing Transaction” hereunder): (i) the Borrower makes any prepayment or repayment of the Initial Term B Loans with the proceeds of, or any conversion of Initial Term B Loans into, any new or replacement bank Indebtedness bearing interest with an “effective yield” (taking into 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 Indebtedness) 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) the Borrower effects any amendment to 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