Repricing Protection. (a) In the event that, prior to the six-month anniversary of the Third Amendment Effective Date, (i) there shall occur any amendment, amendment and restatement or other modification of this Agreement that has the effect of reducing the Applicable Margin with respect to any Term B Loans (including any reduction or elimination of any “LIBOR floor”) or (ii) all or a portion of any Term B Loans, are prepaid or refinanced substantially concurrently with, or with the proceeds of, Indebtedness under any term loan financings (including any new or additional Indebtedness under this Agreement) having an Initial Yield lower than the applicable total yield of the Term B Loans (as determined by the Administrative Agent to be equal to (x) the Applicable Margin then in effect for Term B Loans that are LIBOR Loans plus (y) the one month Adjusted LIBO Rate applicable to Term B Loans, then each such amendment, amendment and restatement, modification, prepayment or refinancing, as the case may be, shall be accompanied by a fee or prepayment premium, as applicable, equal to 1.00% of the outstanding principal amount of the Term B Loans affected by such amendment, amendment and restatement or modification, or subject to such prepayment or refinancing. As a condition to effectiveness of any required assignment by any non-consenting Lender of its Term B Loans pursuant to Section 13.7 in respect of any amendment, amendment and restatement or modification to this Agreement effective prior to the six-month anniversary of the Third Amendment Effective Date that has the effect of reducing the applicable total yield (as determined by the Administrative Agent on the same basis) for any Term B Loans, the Borrower shall pay to such non-consenting Lender of Term B Loans a premium or fee equal to the premium or fee that would apply pursuant to the preceding sentence if such non-consenting Lender’s Term B Loans being assigned were being prepaid and subject to the premium or fee set forth in the immediately preceding sentence.
Repricing Protection. In the event that, after the First Amendment Effective Date, but on or prior to the six-month anniversary thereof, any Repricing Transaction occurs, Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders holding Term Loans, (A) in the case of a prepayment or refinancing constituting a Repricing Transaction a premium of 1.00% of the aggregate amount of the Term Loans being prepaid and (B) in the case of an amendment constituting a Repricing Transaction, a payment equal to 1.00% of the aggregate amount of the applicable Term Loans outstanding immediately prior to such amendment. As a condition to effectiveness of any required assignment by any Nonconsenting Lender of its Term Loans pursuant to Section 2.20 in respect of any amendment, amendment and restatement or modification to this Agreement effective prior to the six-month anniversary of the First Amendment Effective Date that has the effect of reducing the Applicable Margin or interest rate for any Term Loans from the Applicable Margin or interest rate in effect on the First Amendment Effective Date, Borrower shall pay to such Nonconsenting Lender its ratable portion of such payment referred to in clause (B) above. For purposes of clarity, Borrower shall have no obligation to make any such payment referred to in clause (B) above to any Replacement Lender that is assigned such Nonconsenting Lender’s Term Loans pursuant to Section 2.20.
Repricing Protection. In the event that, prior to the first anniversary of the Closing Date, any Lender receives a Repricing Prepayment (as defined below), then, at the time thereof, the Borrower shall pay to such Lender a prepayment premium equal to 1.00% of the amount of such Repricing Prepayment. As used herein, with respect to any Lender, a “Repricing Prepayment” is the amount of principal of the Loans of such Lender that is received by such Lender as a result of the mandatory assignment of such Loans in the circumstances described in Section 9.02(e) following the failure of such Lender to consent to an amendment of this Agreement that would have the effect of reducing the Applicable Rate with respect to such Loans.
Repricing Protection. If, on or prior to the date that is six months after the Second Amendment Effective Date, (i) this Agreement is amended, amended and restated or otherwise modified in any manner that has the effect of reducing the Effective Yield with respect to the Tranche C Term Loans or any Lender is required to assign its Tranche C Term Loans pursuant to Section 3.07 as a result of its failure to consent to such amendment, amendment and restatement or other modification or (ii) all or any portion of the Tranche C Term Loans are prepaid with the proceeds of, or all or any of the Tranche C Term Loans are converted into, Indebtedness that has an Effective Yield that is less than the Effective Yield of the Tranche C Term Loans being so prepaid or converted, then, in each case, the Borrower shall pay to the Administrative Agent, for the account of each Tranche C Term Lender, a fee in an amount equal to 1.0% of such Lender’s Tranche C Term Loans that are subject to such amendment, amendment and restatement, modification, assignment, prepayment or conversion, as applicable.”
Repricing Protection. In the event that, prior to January 27, 2006, any PF Lender or any Lender holding Term Loans (each a “Protected Lender”) receives a Repricing Prepayment (as defined below), then, at the time thereof, the Borrower shall pay to such Protected Lender a prepayment premium equal to 1.0% of the amount of such Repricing Prepayment. As used herein, with respect to any Protected Lender, a “Repricing Prepayment” is the amount of principal of the PF L/C Loans, Credit-Linked Deposits or Term Loans of such Protected Lender that is either (a) prepaid by the Borrower pursuant to Section 2.12 (or, in the case of the Credit-Linked Deposits, returned by the Administrative Agent pursuant to Section 2.09) substantially concurrently with the incurrence by Holdings or any of its subsidiaries of new term loans (whether pursuant to Incremental Term Loan Commitments or otherwise) or a new pre-funded letter of credit facility, in any case that have interest rate margins or pre-funded letter of credit commitment fee rates, as applicable, lower than the Applicable Percentages then in effect for the Term Loans, PF L/C Loans or Credit-Linked Deposits so prepaid or returned or (b) received by such Protected Lender as a result of the mandatory assignment of its Term Loans, PF L/C Loans or PF L/C Commitments in the circumstances described in Section 2.21(a)(iv) following the failure of such Protected Lender to consent to an amendment of this Agreement that would have the effect of reducing any of the Applicable Percentages with respect to such Term Loans, PF L/C Loans or PF L/C Commitments.
Repricing Protection. If, prior to the first anniversary of the Closing Date, (i) all or any portion of the Term Loans is prepaid substantially concurrently with the proceeds of, or the Term Loans are converted into, any new or replacement tranche of term loan Indebtedness (including any Incremental Term Loans incurred pursuant to Section 2.20) that has an effective interest rate or weighted average yield (to be determined in the reasonable discretion of the Agent consistent with generally accepted financial practices, after giving effect to margins, “LIBOR floors”, upfront or similar fees or original issue discount shared with all lenders or holders thereof, 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 thereof) less than the effective interest rate or weighted average yield (to be determined in the reasonable discretion of the Agent consistent with generally accepted financial practices, on the same basis as above) of the Term Loans being prepaid or converted, or (ii) a Non-Consenting Lender must assign its Term Loans pursuant to Section 9.02(e) or otherwise as a result of its failure to consent to an amendment that is passed and reduces the effective interest rate or weighted average yield (taking into account any “LIBOR floor”) then in effect with respect to the Term Loans, then in each case the aggregate principal amount so prepaid, converted, assigned or repaid will be subject to a fee payable by the Borrower equal to 1% of the principal amount thereof.
Repricing Protection. The first sentence of Section 2.20(b) of the Existing Credit Agreement is hereby amended by deleting "In the event that, prior to the six-month anniversary of the First Amendment Effective Date" and replacing it with "In the event that, prior to the twelve-month anniversary of the First Amendment Effective Date".
Repricing Protection. In the event that, on or prior to the first anniversary of the Closing Date, a Borrower (x) prepays, refinances, substitutes or replaces any Initial Term Loans pursuant to a Repricing Transaction (including, for avoidance of doubt, any prepayment made pursuant to Section 2.05(b)(iii) that constitutes a Repricing Transaction), or (y) effects any amendment, amendment and restatement or other modification of this Agreement resulting in a Repricing Transaction, such Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Lenders, (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Initial Term Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Initial Term Loans outstanding immediately prior to such amendment. If, on or prior to the date which is six months following the Closing Date, any Term Lender that is a Non-Consenting Lender and is replaced pursuant to Section 3.07(a) in connection with any amendment, amendment and restatement or other modification of this Agreement resulting in a Repricing Transaction, such Term Lender (and not any Person who replaces such Term Lender pursuant to Section 3.07(a)) shall receive its pro rata portion (as determined immediately prior to it being so replaced) of the prepayment premium or fee described in the preceding sentence. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction.
Repricing Protection. In the event that, prior to the six-month anniversary of the Sixth Amendment Effective Date, (i) there shall occur any amendment, amendment and restatement or other modification of this Agreement that has the effect of reducing the Applicable Margin with respect to any Term B Loans (including any reduction or elimination of any “LIBOR floor”) or (ii) all or a portion of any Term B Loans, are prepaid or refinanced substantially concurrently with, or with the proceeds of, Indebtedness under any term loan financings (including any new or additional Indebtedness under this Agreement) having an Initial Yield lower than the applicable total yield of the Term B Loans (as determined by the Administrative Agent to be equal to (x) the Applicable Margin then in effect for Term B Loans that are LIBOR Loans plus (y) the one month Adjusted LIBO Rate applicable to Term B Loans, then each such amendment, amendment and restatement, modification, prepayment or
Repricing Protection. If, on or prior to the first anniversary of the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) 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 of the applicable Term Lenders, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the applicable Term Loans outstanding immediately prior to such amendment.
