Common use of Deferred Revolving Loan Origination Fee Clause in Contracts

Deferred Revolving Loan Origination Fee. If Lenders’ funding obligations in respect of the Revolving Loan Commitment under this Agreement terminate or are permanently reduced for any reason (whether by voluntary termination by Borrowers, by reason of the occurrence of an Event of Default or the automatic termination of the Revolving Loan Commitments (including any automatic termination due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise) prior to the Maturity Date, Borrowers shall pay to Agent on the date of such reduction, for the benefit of all Lenders committed to make Revolving Loans on the Closing Date, a fee as compensation for the costs of such Lenders being prepared to make funds available to Borrowers under this Agreement, equal to an amount determined by multiplying the amount of the Revolving Loan Commitment so terminated or permanently reduced by the following applicable percentage amount: [***] percent ([***]%) for the first year following the Closing Date, [***] percent ([***]%) for the second year following the Closing Date, [***] percent ([***]%) for the third year following the Closing Date, and [***] percent ([***]%) thereafter. All fees payable pursuant to this paragraph shall be deemed fully-earned and non-refundable as of the Closing Date.

Deferred Revolving Loan Origination Fee. If Lenders’ funding obligations in respect of the Revolving Loan Commitment under this Agreement terminate or are permanently reduced for any reason (whether by voluntary termination by Borrowers, by reason of the occurrence of an Event of Default or the automatic termination of the Revolving Loan Commitments (including any automatic termination due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise)) prior to the Maturity Date, Borrowers shall pay to Agent Agent, on the date of such termination or reduction, for the benefit of all Lenders committed to make Revolving Loans on the Closing Date, a fee as compensation for the costs of such Lenders being prepared to make funds available to Borrowers under this Agreement, equal to an amount determined by multiplying the amount of the Revolving Loan Commitment so terminated or permanently reduced by the following applicable percentage amount: (x) [***●] percent ([***]%) for if such termination or reduction occurs during the period from the Closing Date until, but not including, the first year anniversary following the Closing Date, (y) [***●] percent ([***]%) for if such termination or reduction occurs during period from the second year first anniversary following the Closing DateDate until, [***] percent ([***]%) for but not including, the third year second anniversary following the Closing Date, and (z) [***●] percent ([***]%) thereafterif such termination or reduction occurs during the period from and after the second anniversary of the Closing Date. All fees payable pursuant to this paragraph shall be deemed fully-fully earned when due and payable and, once paid, shall be non-refundable as of the Closing Daterefundable.

Deferred Revolving Loan Origination Fee. If Lenders’ funding obligations in respect of the Revolving Loan Commitment under this Agreement terminate or are permanently reduced for any reason (whether by voluntary termination by Borrowers, by reason of the occurrence of an Event of Default or the automatic termination of the Revolving Loan Commitments (including any automatic termination due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise) prior to the Maturity Date, Borrowers shall pay to Agent on the date of such reduction, for the benefit of all Lenders committed to make Revolving Loans on the Closing Date, a fee as compensation for the costs of such Lenders being prepared to make funds available to Borrowers under this Agreement, equal to an amount determined by multiplying the amount of the Revolving Loan Commitment so terminated or permanently reduced by the following applicable percentage amount: [***] three and a half percent ([***]3.50%) for the first year following the Closing Date, [***] two and a half percent ([***]2.50%) for the second year following the Closing Date, [***] one and a half percent ([***]1.50%) for the third year following the Closing Date, and [***] zero percent ([***]0.0%) thereafter. The Deferred Revolving Loan Origination Fee shall not apply to or be assessed upon any Revolving Loan Commitment termination that is the result of a refinancing of the Revolving Loans prior to the Maturity Date by all of the Lenders. All fees payable pursuant to this paragraph shall be deemed fully-earned and non-refundable as of the Closing Date.

Deferred Revolving Loan Origination Fee. If Lenders’ funding obligations in respect of the Revolving Loan Commitment under this Agreement terminate or are permanently reduced for any reason ((whether by voluntary termination by Borrowers, by reason of the occurrence of an Event of Default or the automatic termination of the Revolving Loan Commitments (including any automatic termination due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise)) prior to the Maturity Date, Borrowers shall pay to Agent on the date of such reduction, for the benefit of all Lenders committed to make Revolving Loans on the Closing Date, a fee (the “Deferred Revolving Loan Origination Fee”) as compensation for the costs of such Lenders being prepared to make funds available to Borrowers under this Agreement, equal to an amount determined by multiplying the amount of the Revolving Loan Commitment so terminated or permanently reduced by the following applicable percentage amount: [***] (x) three percent ([***]3.0%) for the first year following the Closing Date, [***] (y) two percent ([***]2.0%) for the second year following the Closing Date, [***] and (z) one percent ([***]%) for the third year following the Closing Date, and [***] percent ([***]1.0%) thereafter. Notwithstanding the foregoing, the Deferred Revolving Loan Origination Fee shall not apply to or be assessed upon (A) any Revolving Loan Commitment termination that is the result of a refinancing of the Revolving Loans in full prior to the Maturity Date by Agent or an Affiliate of Agent or (B) any Revolving Loan Commitment termination that is the result of Agent’s delivery of a Revolving Loan Termination Notice pursuant to Section 2.12(c). All fees payable pursuant to this paragraph shall be deemed fully-earned and non-refundable as of the Closing Date.

Deferred Revolving Loan Origination Fee. If Lenders’ funding obligations in respect of the Revolving Loan Commitment under this Agreement terminate or are permanently reduced for any reason (whether by voluntary termination by Borrowers, by reason of the occurrence of an Event of Default or the automatic termination of the Revolving Loan Commitments (including any automatic termination due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise) prior to the Maturity Date, Borrowers shall pay to Agent on the date of such reduction, for the benefit of all Lenders committed to make Revolving Loans on the Closing Date, a fee as compensation for the costs of such Lenders being prepared to make funds available to Borrowers under this Agreement, equal to an amount determined by multiplying the amount of the Revolving Loan Commitment so terminated or permanently reduced by the following applicable percentage amount: [***] four percent ([***]4.0%) for the first year following the Closing Sixth Amendment Effective Date, [***] three percent ([***]3.0%) for the second year following the Closing Sixth Amendment Effective Date, [***] two percent ([***]2.00%) for the third year following the Closing Sixth Amendment Effective Date, and [***] zero percent ([***]0.0%) thereafter. The Deferred Revolving Loan Origination Fee shall not apply to or be assessed upon any Revolving Loan Commitment termination that is the result of a refinancing of the Revolving Loans prior to the Maturity Date by all of the Lenders. All fees payable pursuant to this paragraph shall be deemed fully-earned and non-refundable as of the Closing Date.”

Deferred Revolving Loan Origination Fee. If Lenders’ funding obligations in respect of the Revolving Loan Commitment under this Agreement terminate or are permanently reduced for any reason (whether by voluntary termination by Borrowers, by reason of the occurrence of an Event of Default or the automatic termination of the Revolving Loan Commitments (including any automatic termination due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise) prior to the Maturity Date, Borrowers shall pay to Agent on the date of such reduction, for the benefit of all Lenders committed to make Revolving Loans on the Closing Date, a fee as compensation for the costs of such Lenders being prepared to make funds available to Borrowers under this Agreement, equal to an amount determined by multiplying the amount of the Revolving Loan Commitment so terminated or permanently reduced by the following applicable percentage amount: [***] three percent ([***]3.0%) for the first year following the Closing Date, [***] two percent ([***]2.0%) for the second year following the Closing Date, [***] and one percent ([***]1.0%) thereafter; provided however, that if any Additional Tranche has been activated, the amount of such Additional Tranche so terminated or permanently reduced shall be multiplied by: three percent (3.0%) for the third first year following the Closing Datedate such Additional Tranche is activated, two percent (2.0%) for the second year following the date such Additional Tranche is activated, and [***] one percent ([***]1.0%) thereafter. All fees payable pursuant to this paragraph shall be deemed fully-earned and non-refundable as of the Closing Date.

Deferred Revolving Loan Origination Fee. If Lenders’ funding obligations in respect of the Revolving Loan Commitment under this Agreement terminate or are permanently reduced for any reason ((whether by voluntary termination by Borrowers, by reason of the occurrence of an Event of Default or the automatic termination of the Revolving Loan Commitments (including any automatic termination due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise)) prior to the Maturity Date, Borrowers shall pay to Agent on the date of such reduction, for the benefit of all Lenders committed to make Revolving Loans on the Closing Date, a fee (the “Deferred Revolving Loan Origination Fee”) as compensation for the costs of such Lenders being prepared to make funds available to Borrowers under this Agreement, equal to an amount determined by multiplying the amount of the Revolving Loan Commitment so terminated or permanently reduced by the following applicable percentage amount: [***] (x) three percent ([***]3.00%) for the first year following the Closing Date, [***] (y) two percent ([***]2.00%) for the second year following the Closing Date, [***] and (z) one percent ([***]%) for the third year following the Closing Date, and [***] percent ([***]1.00%) thereafter. Notwithstanding the foregoing, the Deferred Revolving Loan Origination Fee shall not apply to or be assessed upon (A) any Revolving Loan Commitment termination that is the result of a refinancing of the Revolving Loans in full prior to the Maturity Date by Agent or an Affiliate of Agent or (B) any Revolving Loan Commitment termination that is the result of Agent’s delivery of a Revolving Loan Termination Notice pursuant to Section 2.12(c). All fees payable pursuant to this paragraph shall be deemed fully-earned and non-refundable as of the Closing Date.

Deferred Revolving Loan Origination Fee. If Lenders’ funding obligations in respect of the Revolving Loan Commitment under this Agreement terminate or are permanently reduced for any reason (whether by voluntary termination by Borrowers, by reason of the occurrence of an Event of Default or the automatic termination of the Revolving Loan Commitments (including any automatic termination due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise) prior to the Maturity Date, Borrowers shall pay to Agent on the date of such reduction, for the benefit of all Lenders committed to make Revolving Loans on the Closing Date, a fee as compensation for the costs of such Lenders being prepared to make funds available to Borrowers under this Agreement, equal to an amount determined by multiplying the amount of the Revolving Loan Commitment so terminated or permanently reduced by the following applicable percentage amount: [***] (w) three percent ([***]3.00%) for if such termination or reduction occurs on or prior to the first year following anniversary of the Closing Second Amendment Effective Date, [***] (x) two percent ([***]2.00%) for if such termination or reduction occurs after the first anniversary of the Second Amendment Effective Date but on or prior to the second year following anniversary of the Closing Second Amendment Effective Date, [***] (y) one percent ([***]1.00%) for if such termination or reduction occurs after the second anniversary of the Second Amendment Effective Date but on or prior to the third year following anniversary of the Closing Second Amendment Effective Date, and [***] (z) zero percent ([***]0%) thereafter; provided that, notwithstanding the foregoing, so long as at all times on and after the Third Amendment Effective Date, Revolving Loan Outstandings are $0, no fee under this Section 2.2(g) shall be applicable to the termination or permanent reduction of the Revolving Loan Commitment after the Third Amendment Effective Date. All fees payable pursuant to this paragraph shall be deemed fully-earned on of the Closing Date and non-refundable as of the Closing Dateonce paid.”

Deferred Revolving Loan Origination Fee. If Lenders’ funding obligations in respect of the Revolving Loan Commitment under this Agreement terminate or are permanently reduced for any reason (whether by voluntary termination by Borrowers, by reason of the occurrence of an Event of Default or the automatic termination of the Revolving Loan Commitments (including any automatic termination due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise) prior to the Maturity Date, Borrowers shall pay to Agent on the date of such reduction, for the benefit of all Lenders committed to make Revolving Loans on the Closing Date, a fee as compensation for the costs of such Lenders being prepared to make funds available to Borrowers under this Agreement, equal to an amount determined by multiplying the amount of the Revolving Loan Commitment so terminated or permanently reduced by the following applicable percentage amount: [***] (w) three percent ([***]3.00%) for if such termination or reduction occurs on or prior to the first year following anniversary of the Closing Second Amendment Effective Date, [***] (x) two percent ([***]2.00%) for if such termination or reduction occurs after the first anniversary of the Second Amendment Effective Date but on or prior to the second year following anniversary of the Closing Second Amendment Effective Date, [***] (y) one percent ([***]1.00%) for if such termination or reduction occurs after the second anniversary of the Second Amendment Effective Date but on or prior to the third year following anniversary of the Closing Second Amendment Effective Date, and [***] (z) zero percent ([***]0%) thereafter. All fees payable pursuant to this paragraph shall be deemed fully-earned on of the Closing Date and non-refundable as of the Closing Dateonce paid.”

Deferred Revolving Loan Origination Fee. If Lenders’ funding obligations in respect of the Revolving Loan Commitment under this Agreement terminate or are permanently reduced for any reason (whether by voluntary termination by Borrowers, by reason of the occurrence of an Event of Default or the automatic termination of the Revolving Loan Commitments (including any automatic termination due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise)) prior to the Maturity Date, Borrowers shall pay to Agent Agent, on the date of such termination or reduction, for the benefit of all Lenders committed to make Revolving Loans on the Closing Date, a fee as compensation for the costs of such Lenders being prepared to make funds available to Borrowers under this Agreement, equal to an amount determined by multiplying the amount of the Revolving Loan Commitment so terminated or permanently reduced by the following applicable percentage amount: [***] (x) three and one half percent ([***]3.50%) for if such termination or reduction occurs during the period from the Closing Date until, but not including, the first year anniversary following the Closing Date, [***] (y) two and one half percent ([***]2.50%) for if such termination or reduction occurs during period from the second year first anniversary following the Closing DateDate until, [***] percent ([***]%) for but not including, the third year second anniversary following the Closing Date, and [***] (z) one and one half percent ([***]1.50%) thereafterif such termination or reduction occurs during the period from and after the second anniversary of the Closing Date. All fees payable pursuant to this paragraph shall be deemed fully-fully earned when due and payable and, once paid, shall be non-refundable as of the Closing Daterefundable.”