Common use of Repricing Transaction Clause in Contracts

Repricing Transaction. In the event that all or any portion of the Term B-1 Loans are (x) repaid, prepaid, refinanced or replaced with any bank debt financing (including, without limitation, with Refinancing Term Loans) having a “yield” that is less than the “yield” of the Term B-1 Loans (or portion thereof) so repaid, prepaid or refinanced or (y) repriced or effectively refinanced through any waiver, consent, amendment or amendment and restatement, in each case of clauses (x) and (y), directed at, or the result of which would be, the lowering of the “yield” of any of the Term B-1 Loans, in each case of clauses (x) and (y), occurring on or prior to the six (6) month anniversary of the ClosingFourth Amendment Effective Date and excluding any transaction in connection with a Change of Control or a Transformative Acquisition (a “Repricing Transaction”), the Company shall pay the Term B-1 Lenders (A) in the case of clause (x), a prepayment premium equal to 1.00% of the aggregate principal amount of the Term B-1 Loans so repaid, prepaid, refinanced or replaced and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Term B-1 Loans repriced or effectively refinanced through such waiver, consent, amendment or amendment and restatement. If all or any portion of the Term B-1 Loans held by any Term B-1 Lender is subject to mandatory assignment pursuant to Section 10.13 as a result of, or in connection with, such Term B-1 Lender not agreeing or otherwise consenting to any such waiver, consent, amendment or amendment and restatement referred to in clause (y) above (or otherwise in connection with a Repricing Transaction) on or prior to the six (6) month anniversary of the ClosingFourth Amendment Effective Date, the Company shall pay to such Term B-1 Lender a fee equal to 1.00% of the principal amount of the Term B-1 Loans so assigned. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction or mandatory assignment. In determining the “yield” applicable to the Term B-1 Loans and the “yield” for any such new bank debt financing, (x) interest margin, original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Company for the account of the Term B-1 Lenders or the lenders of such new bank debt financing in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (y) with respect to any Indebtedness that includes a Eurocurrency Rate “floor,” Term SOFR “floor” or Base Rate “floor,” (i) to the extent that the Eurocurrency Rate, Term SOFR or Base Rate (without giving effect to any floors in such definitions), as applicable, on the date that the yield is being calculated is less than such floor, the amount of such difference shall be deemed added to the interest rate margin for such Indebtedness for the purpose of calculating the yield and (ii) to the extent that the Eurocurrency Rate, Term SOFR or Base Rate (without giving effect to any floors in such definitions), as applicable, on the date that the yield is being calculated is greater than such floor, then the floor shall be disregarded in calculating the yield and (z) customary arrangement, structuring, underwriting, amendment or commitment fees payable to the Joint Lead Arrangers (or its affiliates) in connection with the Term B-1 Facility or to one or more arrangers (or their affiliates) of such new bank debt financing shall be excluded. For the avoidance of doubt, in no event shall the application of proceeds of an issuance of Equity Interests be deemed a Repricing Transaction.

Repricing Transaction. In the event that all or any portion of the Term B-1 B Loans are (x) repaid, prepaid, refinanced or replaced with any bank debt financing (including, without limitation, with Refinancing Term Loans) having a “yield” that is less than the “yield” of the Term B-1 B Loans (or portion thereof) so repaid, prepaid or refinanced or (y) repriced or effectively refinanced through any waiver, consent, amendment or amendment and restatement, in each case of clauses (x) and (y), directed at, or the result of which would be, the lowering of the “yield” of any of the Term B-1 B Loans, in each case of clauses (x) and (y), occurring on or prior to the six (6) month anniversary of the ClosingFourth Amendment Effective Closing Date and excluding any transaction in connection with a Change of Control or a Transformative Acquisition (a “Repricing Transaction”), the Company shall pay the Term B-1 B Lenders (A) in the case of clause (x), a prepayment premium equal to 1.00% of the aggregate principal amount of the Term B-1 B Loans so repaid, prepaid, refinanced or replaced and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Term B-1 B Loans repriced or effectively refinanced through such waiver, consent, amendment or amendment and restatement. If all or any portion of the Term B-1 B Loans held by any Term B-1 B Lender is subject to mandatory assignment pursuant to Section 10.13 as a result of, or in connection with, such Term B-1 B Lender not agreeing or otherwise consenting to any such waiver, consent, amendment or amendment and restatement referred to in clause (y) above (or otherwise in connection with a Repricing Transaction) on or prior to the six (6) month anniversary of the ClosingFourth Amendment Effective Closing Date, the Company shall pay to such Term B-1 B Lender a fee equal to 1.00% of the principal amount of the Term B-1 B Loans so assigned. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction or mandatory assignment. In determining the “yield” applicable to the Term B-1 B Loans and the “yield” for any such new bank debt financing, (x) interest margin, original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Company for the account of the Term B-1 B Lenders or the lenders of such new bank debt financing in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (y) with respect to any Indebtedness that includes a Eurocurrency Rate “floor,” Term SOFR “floor” or Base Rate “floor,” (i) to the extent that the Eurocurrency Rate, Term SOFR or Base Rate (without giving effect to any floors in such definitions), as applicable, on the date that the yield is being calculated is less than such floor, the amount of such difference shall be deemed added to the interest rate margin for such Indebtedness for the purpose of calculating the yield and (ii) to the extent that the Eurocurrency Rate, Term SOFR or Base Rate (without giving effect to any floors in such definitions), as applicable, on the date that the yield is being calculated is greater than such floor, then the floor shall be disregarded in calculating the yield and (z) customary arrangement, structuring, underwriting, amendment or commitment fees payable to the Joint Lead Arrangers (or its affiliates) in connection with the Term B-1 B Facility or to one or more arrangers (or their affiliates) of such new bank debt financing shall be excluded. For the avoidance of doubt, in no event shall the application of proceeds of an issuance of Equity Interests be deemed a Repricing Transaction.

Repricing Transaction. In the event that that, on or prior to the first anniversary of the Closing Date, all or any portion of the Initial Term B-1 Loans or LC Facility Commitments (i) are (xvoluntarily prepaid or terminated or mandatorily prepaid pursuant to Section 2.15(c)(i) repaid, prepaid, refinanced substantially concurrently with the incurrence of any long term Indebtedness or replaced with commitments in respect of any bank debt financing (including, without limitation, with Refinancing Term Loans) long term Indebtedness having a “yield” Weighted Average Yield that is less than the “yield” Weighted Average Yield of the Initial Term B-1 Loans (or portion thereof) or LC Facility Commitments (or portion thereof) so repaid, prepaid or refinanced terminated (other than any long term Indebtedness incurred in connection with any transaction that would, if consummated, constitute a Change of Control) or (yii) repriced or effectively refinanced through any waiver, consent, amendment consent or amendment and restatement, in each case of clauses (x) and (y), directed at, or to this Agreement the result of which would be, be the lowering of the “yield” of any Weighted Average Yield of the Initial Term B-1 Loans, in each case of clauses Loans or LC Facility Commitments (xor portion thereof) and so repriced or refinanced (y), occurring on or prior to the six (6) month anniversary of the ClosingFourth Amendment Effective Date and excluding other than any transaction lowering in connection with any transaction that would, if consummated, constitute a “Change of Control or a Transformative Acquisition Control”) (a “Repricing Transaction”), the Company shall pay the Term B-1 Lenders (A) in the case of clause (x)such prepayment, a prepayment premium equal to 1.00repricing, termination or refinancing will be made at 101.0% of the aggregate principal amount of the Initial Term B-1 Loans and LC Facility Commitments so repaid, prepaid, refinanced repriced, terminated or replaced and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Term B-1 Loans repriced or effectively refinanced through such waiver, consent, amendment or amendment and restatementrefinanced. If all or any portion of the Initial Term B-1 Loans or LC Facility Commitments held by any Term B-1 Lender is subject to mandatory assignment are prepaid or terminated, as applicable, pursuant to Section 10.13 2.24 as a result of, or in connection with, such Term B-1 Lender not agreeing or otherwise consenting to any such waiver, consent, amendment consent or amendment and restatement referred to in clause (yii) above (or otherwise in connection with a Repricing Transaction) on or prior to the six (6) month anniversary of the ClosingFourth Amendment Effective Date), the Company shall pay to such Term B-1 Lender a fee equal to 1.00prepayment will be made at 101.0% of the principal amount of the Initial Term B-1 Loans so assignedprepaid or LC Facility Commitments so terminated, as applicable. Such amounts It is expressly agreed that, notwithstanding anything to the contrary herein, no premium, penalty or call protection under this Section 2.14(c) shall be due and payable on the date of effectiveness of such Repricing Transaction or mandatory assignment. In determining the “yield” applicable to the Term B-1 Loans and the “yield” for any such new bank debt financing, (x) interest margin, original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Company for the account of the Term B-1 Lenders or the lenders of such new bank debt financing in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (y) with respect to any Indebtedness that includes a Eurocurrency Rate “floor,” Term SOFR “floor” or Base Rate “floor,” (i) to the extent that the Eurocurrency Rate, Term SOFR or Base Rate (without giving effect to any floors in such definitions), as applicable, on the date that the yield is being calculated is less than such floor, the amount of such difference shall be deemed added to the interest rate margin for such Indebtedness for the purpose of calculating the yield and (ii) to the extent that the Eurocurrency Rate, Term SOFR or Base Rate (without giving effect to any floors in such definitions), as applicable, on the date that the yield is being calculated is greater than such floor, then the floor shall be disregarded in calculating the yield and (z) customary arrangement, structuring, underwriting, amendment or commitment fees payable to the Joint Lead Arrangers (or its affiliates) in connection with a mandatory prepayment of the Term B-1 Facility or Loans of any Class required pursuant to one or more arrangers (or their affiliatesSection 2.15 other than a mandatory prepayment required pursuant to Section 2.15(c)(i) of such new bank debt financing shall be excludedas described above. For the avoidance of doubt, in no event shall the application of proceeds of an issuance of Equity Interests be deemed a Repricing Transaction.73

Repricing Transaction. In the event that all or any portion of the Term B-1 B Loans are (x) repaid, prepaid, refinanced or replaced with any bank debt financing (including, without limitation, with Refinancing Term Loans) having a “yield” that is less than the “yield” of the Term B-1 B Loans (or portion thereof) so repaid, prepaid or refinanced or (y) repriced or effectively refinanced through any waiver, consent, amendment or amendment and restatement, in each case of clauses (x) and (y), directed at, or the result of which would be, the lowering of the “yield” of any of the Term B-1 B Loans, in each case of clauses (x) and (y), occurring on or prior to the six (6) month anniversary of the ClosingFourth Amendment Effective Closing Date and excluding any transaction in connection with a Change of Control or a Transformative Acquisition (a “Repricing Transaction”), the Company shall pay the Term B-1 B Lenders (A) in the case of clause (x), a prepayment premium equal to 1.00% of the aggregate principal amount of the Term B-1 B Loans so repaid, prepaid, refinanced or replaced and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Term B-1 B Loans repriced or effectively refinanced through such waiver, consent, amendment or amendment and restatement. If all or any portion of the Term B-1 B Loans held by any Term B-1 B Lender is subject to mandatory assignment pursuant to Section 10.13 as a result of, or in connection with, such Term B-1 B Lender not agreeing or otherwise consenting to any such waiver, consent, amendment or amendment and restatement referred to in clause (y) above (or otherwise in connection with a Repricing Transaction) on or prior to the six (6) month anniversary of the ClosingFourth Amendment Effective Closing Date, the Company shall pay to such Term B-1 B Lender a fee equal to 1.00% of the principal amount of the Term B-1 B Loans so assigned. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction or mandatory assignment. In determining the “yield” applicable to the Term B-1 B Loans and the “yield” for any such new bank debt financing, (x) interest margin, original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Company for the account of the Term B-1 B Lenders or the lenders of such new bank debt financing in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (y) with respect to any Indebtedness that includes a Eurocurrency Rate “floor,” Term SOFR “floor” or Base Rate “floor,” (i) to the extent that the Eurocurrency Rate, Term SOFR Rate or Base Rate (without giving effect to any floors in such definitions), as applicable, on the date that the yield is being calculated is less than such floor, the amount of such difference shall be deemed added to the interest rate margin for such Indebtedness for the purpose of calculating the yield and (ii) to the extent that the Eurocurrency Rate, Term SOFR Rate or Base Rate (without giving effect to any floors in such definitions), as applicable, on the date that the yield is being calculated is greater than such floor, then the floor shall be disregarded in calculating the yield and (z) customary arrangement, structuring, underwriting, amendment or commitment fees payable to the Joint Lead Arrangers (or its affiliates) in connection with the Term B-1 B Facility or to one or more arrangers (or their affiliates) of such new bank debt financing shall be excluded. For the avoidance of doubt, in no event shall the application of proceeds of an issuance of Equity Interests be deemed a Repricing Transaction.