Term Loan Prepayment Fee. The Term Loan Prepayment Fee, when due hereunder;
Term Loan Prepayment Fee. The Term Loan Prepayment Fee if and when due pursuant to the terms of Section 2.1.2(c); and
Term Loan Prepayment Fee. In the event that all or any portion of the Term Loans is (i) repaid, prepaid, refinanced or replaced or (ii) repriced or effectively refinanced through any 115 NY\6127033.17 waiver, consent or amendment (in the case of clause (i) and clause (ii), in connection with (x) any waiver, consent or amendment to the Term Loans the primary result of which is the lowering of the Weighted Average Yield of the Term Loans or (y) the incurrence of any term loan debt financing the primary result of which is the lowering of the Weighted Average Yield of the Term Loans (or portion thereof) so repaid, prepaid, refinanced, replaced or repriced (a “Repricing Transaction”)) occurring on or prior to the date that is six months following the Closing Date, such repayment, prepayment, refinancing, replacement or repricing (in any such case, in connection with a Repricing Transaction) will be made at 101.0% of the principal amount so repaid, prepaid, refinanced, replaced or repriced. If all or any portion of the Term Loans held by any Lender is repaid, prepaid, refinanced or replaced pursuant to Section 3.06 as a result of such Lender not agreeing or otherwise consenting to any waiver, consent or amendment referred to in clause (ii) above (or otherwise to a Repricing Transaction) on or prior to the the date that is six months following the Closing Date, such repayment, prepayment, refinancing or replacement will be made at 101.0% of the principal amount so repaid, prepaid, refinanced or replaced.
Term Loan Prepayment Fee. In the event that, at any time on or prior to the third anniversary of the Effective Date, the Termination Date occurs, or in the event that, at any time on or prior to the third anniversary of the Effective Date, the Borrowers voluntarily prepay or repay, or are required to prepay or repay (whether by acceleration of the Obligations pursuant to Section 8.02 or for any other reason whatsoever (other than, in each of the foregoing cases, pursuant to or resulting from Section 2.05(b) or Section 2.05 (c)), the Term Loans in whole or in part, then, on the Termination Date or the effective date of such prepayment or repayment (or the date the requirement to prepay or repay arises), as applicable, the Borrowers shall pay to the Agent, for the ratable benefit of the Lenders, the Term Loan Prepayment Fee on the amount of the Term Loans so prepaid or repaid or required to be prepaid or repaid (and to the extent such Term Loan Prepayment Fee is not paid when due, such fee shall be automatically capitalized and added to the principal balance of the Term Loans). All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the early termination of this Agreement or prepayment (or repayment) of any portion of the Term Loans and that, in view of the difficulty in ascertaining the amount of such damages, the Term Loan Prepayment Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof.
Term Loan Prepayment Fee. At the time of the effectiveness of any Repricing Event that is consummated prior to the first anniversary of the Closing Date, the Borrower agrees to pay to the Administrative Agent for the ratable account of each Lender with outstanding Term Loans which are repaid or prepaid pursuant to such Repricing Event (including each Lender that withholds its consent to such Repricing Event and is replaced as a Non-Consenting Lender under Section 3.07), a fee in an amount equal to 1.0% of (x) in the case of a Repricing Event of the type described in clause (1) of the definition thereof, the aggregate principal amount of all Term Loans prepaid (or converted) in connection with such Repricing Event and (y) in the case of a Repricing Event described in clause (2) of the definition thereof, the aggregate principal amount of all Term Loans outstanding on such date that are subject to an effective reduction of the Applicable Event pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Event.
Term Loan Prepayment Fee. In the event that, at any time prior to third anniversary of the Closing Date, (i) the Termination Date occurs, or (ii) in the event that the Borrowers prepay, or are required to prepay, the Term Loan in whole or in part, then, on the Termination Date or the effective date of such prepayment, as applicable, the Borrowers shall pay to the Agent, for the ratable benefit of the Term Lenders, an amount equal to the applicable Term Loan Prepayment Fee. All parties to this Agreement agree and acknowledge that the Term Lenders will have suffered damages on account of the early termination of this Agreement or prepayment of any portion of the Term Loan and that, in view of the difficulty in ascertaining the amount of such damages, the Term Loan Prepayment Fee constitutes reasonable compensation and liquidated damages to compensate the Term Lenders on account thereof.
Term Loan Prepayment Fee. The Term Loan Prepayment Fee, when due hereunder; provided however that the Term Loan Prepayment Fee shall be waived if the Term Loan is refinanced and substituted with another credit facility provided by Bank;
Term Loan Prepayment Fee. The Term Loan Prepayment Fee in accordance with Section 2.1.6(c);
Term Loan Prepayment Fee. If the Term Loan becomes due and payable ------------------------ or is prepaid in whole or in part, in each case on a day that is prior to the second anniversary of the Closing Date, then the Borrower shall, on the day on which the Term Loan becomes due and payable or is so prepaid, pay to the Agent, for account of the Lenders holding the Term Loan, an amount in Dollars equal to one percent (1%) of the amount of the Term Loan that has become due and payable or is so prepaid (the "Term Loan Prepayment Fee"). ------------------------
Term Loan Prepayment Fee. In the event that, at any time prior to the second anniversary of the Closing Date, an acceleration of the Obligations occurs pursuant to Section 8.02 occurs, or in the event that, at any time on or prior to the second anniversary of the Closing Date, the Borrowers voluntarily prepay or repay, or are required to prepay or repay following acceleration of the Obligations pursuant to Section 8.02, the Term Loans in whole or in part, then, on the date of such acceleration or the effective date of such prepayment or repayment (or the date the requirement to prepay or repay arises), as applicable, the Borrowers shall pay to the Administrative Agent, for the ratable benefit of the Lenders, the Term Loan Prepayment Fee on the amount of the Term Loans so prepaid or repaid or required to be prepaid or repaid (and to the extent such Term Loan Prepayment Fee is not paid when due, such fee shall be automatically capitalized and added to the principal balance of the Term Loans). All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the early termination of this Agreement and/or the acceleration of the Obligations and/or the prepayment (or repayment) of any portion of the Term Loans and that, in view of the difficulty in ascertaining the amount of such damages, the Term Loan Prepayment Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof. THE BORROWERS EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE TERM LOAN PREPAYMENT FEE IN CONNECTION WITH ANY ACCELERATION OF THE TERM LOANS. The Borrowers expressly agree that (a) the Term Loan Prepayment Fee is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (b) the Term Loan Prepayment Fee shall be payable notwithstanding the then prevailing market rates at the time payment is made, (c) there has been a course of conduct between the Lenders and the Borrowers giving specific consideration in this transaction for such agreement to pay the Term Loan Prepayment Fee, (d) the Borrowers shall be estopped hereafter from claiming differently than as agreed to in this Section 2.09(a), and (e) their agreement to pay the Term Loan Prepayment Fee is a material inducement to the Lenders to make the Term Loans.
