Call Protection. If the Commitments are voluntarily terminated or reduced by the Borrower pursuant to Section 2.06(b) at any time on or prior to the first anniversary of the Effective Date, the Borrower shall on the date of any such termination or reduction pay to the Administrative Agent, for the ratable benefit of the Lenders, an amount equal to two percent (2%) of the aggregate principal amount of such termination or reduction.
Call Protection. If Company voluntarily reduces or terminates any Revolving Commitments as provided in Section 2.9(b), Company shall pay to Paying Agent, on behalf of the Lenders whose Revolving Commitments were terminated or reduced, on the date of such reduction or termination, the amounts (if any) described in the Undertakings Agreement.
Call Protection. In the event that prior to the first anniversary of the Third Amendment Effective Date, the Borrower makes any prepayment of all or part of the Existing Term B Dollar Loans in connection with any replacement or refinancing of the Existing Term B Dollar Loans with or from the proceeds of a new term loan having an “Applicable Eurocurrency Margin” (or other equivalent term) that, at any time prior to the first anniversary of the Third Amendment Effective Date is, or could upon satisfaction of certain conditions be, less than the Applicable Eurocurrency Margin for the Existing Term B Dollar Loans, the Borrower shall pay a prepayment fee to Administrative Agent for the benefit of the Existing Term B Dollar Lenders equal to 1.0% of the principal amount of the Existing Term B Dollar Loans so refinanced, provided that the foregoing prepayment fee shall not be applicable if such prepayment is made in connection with the termination of all of the Revolving Commitments and a repayment of all of the Loans hereunder. Solely for purposes of this Section 4.5(c), any amendment, restatement or other modification to this Agreement prior to the first anniversary of the Third Amendment Effective Date that reduces the Applicable Eurocurrency Margin applicable to the Existing Term B Dollar Loans shall be treated as if the Existing Term B Dollar Loans were refinanced in full.
Call Protection. (i) If all or any part of the principal balance of any Term Loan is paid on or prior to the third anniversary of the Closing Date for any reason (including, but not limited to, whether voluntary or mandatory (other than, for the avoidance of doubt, required amortization payments pursuant to Section 2.11 and mandatory prepayments required pursuant to Sections 2.13(e) and certain prepayments pursuant to the provisions of Section 2.13(g)), and whether before or after acceleration of the Obligations or the commencement of any Insolvency Proceeding, but in any event (A) including any such prepayment in connection with (I) a Change of Control, (II) an acceleration of the Obligations as a result of the occurrence of an Event of Default, (III) foreclosure and sale of, or collection of, the Collateral, (IV) sale of the Collateral in any Insolvency Proceeding, (V) the restructure, reorganization, or compromise 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 Agreement for any reason, and (B) excluding any prepayment that is required to be made pursuant to the provisions of Sections 2.11, 2.13(e) and certain prepayments pursuant to the provisions of 2.13(g) hereof), Borrowers shall pay to Administrative Agent, for the benefit of all Lenders entitled to a portion of such prepayment a premium as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Loans (the “Applicable Prepayment Premium”) equal to (1) with respect to prepayments made on or after the Closing Date but prior to the first anniversary of the Closing Date, the Make-Whole Premium or (2) thereafter, the amount of such prepayment multiplied by (x) two percent (2%), with respect to prepayments made after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, (y) one percent (1%), with respect to prepayments made after the second anniversary of the Closing Date but on or prior to the third anniversary of the Closing Date, and (z) zero percent (0%), with respect to prepayments made after the third anniversary of the Closing Date. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Non-Consenting Lender is replaced pursuant to Section 2.22 due to such Lender’s failure to approve a consent, waiver, or amendment, such N...
Call Protection. In the event that all or any portion of the Closing Date Term Loans are repaid, prepaid or accelerated for any reason, including as a result of any mandatory prepayments, voluntary prepayments, payments made following acceleration of the Loans or after an Event of Default (other than mandatory prepayments pursuant to Section 2.05(2)(a) or (c) or amortization payments pursuant to Section 2.07) the Borrower shall pay to the Administrative Agent, for the benefit of Lenders holding such Closing Date Term Loans as an inducement for making the Closing Date Term Loans (and not as a penalty) an amount equal to the Prepayment Premium, which Prepayment Premium shall be fully earned, and due and payable, on the date of such payment or prepayment, or on the date such payment or prepayment is required to be made, as applicable, and non-refundable when made; provided, that no Prepayment Premium shall be payable with respect to the first $50,000,000 of prepayments of Closing Date Term Loans that occur in connection with a Qualifying IPO. If the Loans are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the amount of principal of and premium on the Loans that becomes due and payable shall equal 100% of the principal amount of the Loans plus the Prepayment Premium in effect on the date of such acceleration or such other prior due date, as if such acceleration or other occurrence were a voluntary prepayment of the Loans accelerated or otherwise becoming due. Without limiting the generality of the foregoing, it is understood and agreed that if the Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to a voluntary prepayment of the Loans will also be due and payable on the date of such acceleration or such other prior due date as though the Loans were voluntarily prepaid as of such date 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. Any pre...
Call Protection. In the event that prior to the date that is six months after the Closing Date, all or any portion of the Tranche B Term Loans are (A) prepaid or refinanced substantially concurrently with the incurrence of, or conversion of the Tranche B Term Loans into, new syndicated secured Indebtedness having a Weighted Average Yield less than the Weighted Average Yield of the Tranche B Term Loans so prepaid or refinanced (including any prepayment made pursuant to Section 2.10(b)(v)), (B) repriced (including pursuant to any amendment, amendment and restatement or any other modification of any Loan Document) the result of which would be the lowering of the Weighted Average Yield of the Tranche B Term Loans subject to such repricing or (C) assigned by any Term Lender pursuant to Section 2.18 as a result of, or in connection with, such Lender’s not agreeing or otherwise consenting to any amendment, waiver, or consent having the effect referred to in clause (B) above, and, in each case the primary purpose thereof is to reduce the effective cost or Weighted Average Yield of the Tranche B Term Loans (each, a “Repricing Transaction”) (excluding any prepayment or refinancing of the Tranche B Term Loans in connection with a Change of Control, an initial public offering, or a Transformative Event, each of which shall not be a Repricing Transaction), then in each case the Term Lenders holding the Tranche B Term Loans subject to any such Repricing Transaction shall be entitled to a prepayment premium equal to 1.00% of the principal amount of such Tranche B Term Loans at the time of such Repricing Transaction. 104
Call Protection. (i) In the event that any Repricing Event occurs on or prior to the six-month anniversary of the Closing Date with respect to either Class of Closing Date Term Loans, the Applicable Borrower shall pay to the Administrative Agent, for the benefit of the Term Lenders holding Term Loans of such Class, concurrently with such Repricing Event, a premium in an amount equal to 1.00% of the outstanding principal amount of the Term Loans subject to such Repricing Event.
Call Protection. (a) Prior to the Maturity Date, the Borrower shall not prepay any Loan (in whole or in part), other than pursuant to Section 2.9(a), 2.9(b), 2.11, 2.12 and this Section 2.8(a). Prior to the Maturity Date, the Borrower may prepay all, but not less than all, of the Loans upon payment to the Administrative Agent, for the benefit of all Lenders, of a prepayment premium equal to the amount of Loan Commitments as at the date of such prepayment, multiplied by (i) the Interest Rate in effect for the Interest Period during which such prepayment is made, multiplied by a fraction (ii) the numerator of which is the number of days between the date of such prepayment and the Maturity Date, and the denominator of which is 360.
Call Protection. In the event that, on or prior to the first anniversary of the Effective Date, the Borrower (x) makes any prepayment of Tranche B-1 Loans (including pursuant to Section 5.1(c) or 5.2(b) of the Credit Agreement) in connection with any Repricing Transaction or (y) effects any amendment, supplement or modification hereof or hereto resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of the Tranche B-1 Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1.0% of the amount of the Tranche B-1 Loans being prepaid and (II) in the case of clause (y), a payment equal to 1.0% of the aggregate amount of the applicable Tranche B-1 Loans outstanding immediately prior to such amendment.
Call Protection. (i) If all or any part of the principal balance of any Loan is paid or required to be paid on or prior to the fifth anniversary of the Closing Date for any reason (including, but not limited to, whether voluntary (including, without limitation, any prepayment pursuant to Section 2.12(a)) or mandatory, and whether before or after acceleration of the Obligations or the commencement of any Insolvency Proceeding, but in any event (A) including any such prepayment or required prepayment in connection with (I) a Change of Control, (II) an acceleration of the Obligations as a result of the occurrence of an Event of Default, (III) foreclosure and sale of, or collection of, the Collateral, (IV) sale of the Collateral in any Insolvency Proceeding, (V) the restructure, reorganization, or compromise 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 Agreement for any reason, and (B) excluding any prepayment that is required to be made pursuant to the provisions of Section 2.11 hereof, any mandatory prepayments made pursuant to any of Sections 2.13(a) (other than Asset Sales constituting a sale of all or substantially all of the assets of the Front Line Loan Parties or their business lines), (b),(e), (f) or (g)), Borrower shall pay to Administrative Agent, for the benefit of all Lenders entitled to a portion of such prepayment a premium as liquidated damages and compensation for the costs of being prepared to make funds available hereunder with respect to the Loans (the “Applicable Prepayment Premium”) equal to (1) the Make-Whole Premium on the principal amount of the Term Loans so prepaid or required to be repaid, with respect to prepayments made or required to be made on or after the Closing Date and on or prior to the date that is 30 months after the Closing Date and (2) the amount of such prepayment or required prepayment multiplied by (x) five percent (5.00%), with respect to prepayments made or required to be made after the date that is 30 months after the Closing Date and on or prior to the third anniversary of the Closing Date, (y) three percent (3.00%), with respect to prepayments made after the third anniversary of the Closing Date and on or prior to the fourth anniversary of the Closing Date, (z) one percent (1.00%), with respect to prepayments made after the fourth anniversary of the Closing Date but on or prior to...
