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 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 the event that, after the date that is three months after the Closing Date but on or prior to the sixdate that is twenty-month anniversary of four months after the Closing Date, the Borrower (ix) makes any prepayment of Term Loans pursuant to Section 2.05(a) or Section 2.05(b)(iii) or (y) a Repricing Event occurs with respect to 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 TransactionLoans, the Borrower shall will pay to the Administrative Agenta premium (an “Initial Term Loan Call Premium”), for the ratable account of each applicable LenderLender that holds Initial Term Loans, a fee in an amount equal toto (1) if such prepayment is made or such Repricing Event occurs, (x) in each case, on or after the case of clause (i)date that is three months after the Closing Date but prior to the date that is twelve months after the Closing Date, a prepayment premium of 1.02.00% of the aggregate principal amount of the Initial Term Loans being prepaid or subject to such Repricing Event (it being understood that any such Initial Term Loan Call Premium with respect to a Repricing Event under clause (b) of the definition of “Repricing Event” shall be paid to each Non-Consenting Lender that is replaced in such Repricing Event pursuant to Section 10.13) and (y2) if such prepayment is made or such Repricing Event occurs, in each case, on or after the case of clause (ii)date that is twelve months after the Closing Date but prior to the date that is twenty-four months after the Closing Date, a payment equal to 1.01.00% of the aggregate principal amount of the applicable Initial Term Loans outstanding immediately prior being prepaid or subject to such amendment Repricing Event (it being understood that are affected by any such Initial Term Loan Call Premium with respect to a Repricing Event under clause (b) of the definition of “Repricing Event” shall be paid to each Non-Consenting Lender that is replaced in such Repricing TransactionEvent pursuant to Section 10.13). Such fees Initial Term Loan Call Premium shall be due and payable within five three (53) Business Days of the date of the effectiveness of such prepayment or such Repricing TransactionEvent, as applicable. For the purpose avoidance of this clause doubt, in no event shall any Initial Term Loan Call Premium be payable in connection with (c), “Repricing Transaction” means (ax) any prepayment or repayment of the Initial Term Loans or (y) a Repricing Event that occurs 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 respect to the Initial Term Loans, in each case, on or prior to the date that is three months after the Closing Date.

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).