Tranche B Term Loan Call Protection. In the event that prior to the six month anniversary of the Closing Date, (i) all or any portion of the Tranche B Term Borrowings are subject to any Repricing Event or (ii) a Lender is required to assign any of its Tranche B Term Loans pursuant to Section 2.22 in connection with such Repricing Event, then each Lender whose Tranche B Term Loans are subject to such Repricing Event or that is required to assign any of its Tranche B Term Loans pursuant to Section 2.22 in connection with such Repricing Event shall be paid a fee equal to 1.00% of the aggregate principal amount of such Lender’s Tranche B Term Loans subject to such Repricing Event or such assignment; provided that such fee shall not apply if such Repricing Event (or such assignment) occurs in connection with (A) the consummation of an Acquisition not permitted by this Agreement or (B) the occurrence of a Change of Control.
Tranche B Term Loan Call Protection. In the event that (i) all or any portion of the Tranche B Term Loan is repriced, effectively refinanced through any amendment of the Tranche B Term Loan or refinanced with the proceeds of other Indebtedness or (ii) a Term Lender is replaced as a result of the mandatory assignment of its Tranche B Term Loans in the circumstances described in Section 2.23 following the failure of such Term Lender to consent to an amendment of this Agreement that would have the effect of reducing the stated rate of interest with respect to the Tranche B Term Loans of such Term Lender, in each case, for any reason prior to the first anniversary of the Closing Date, such repricings, effective refinancings, refinancings or, solely with respect to such replaced Term Lender, mandatory assignments, will be made at 101.0% of the amount repriced, effectively refinanced, refinanced or mandatorily assigned.
Tranche B Term Loan Call Protection. In the event that all or any portion of the Tranche B Term Borrowings are repaid or prepaid for any reason (excluding any payment of any Installment due and payable pursuant to Section 2.9(a)) or are subject to any other Repricing Event, in each case, prior to the second anniversary of the First Amendment Effective Date, then each Lender whose Tranche B Term Loans are repaid or prepaid or are subject to such a Repricing Event (or which is required to assign any of its Tranche B Term Loans pursuant to Section 2.19 in connection with such prepayment or such Repricing Event) shall be paid a fee equal to 1.00% of the aggregate principal amount of such repayment or prepayment (or the principal amount subject to such Repricing Event or such assignment).”
Tranche B Term Loan Call Protection. In the event that all or any portion of the Tranche B Term Loans is (i) repaid, prepaid, refinanced or replaced (including, without limitation, with Refinancing Indebtedness) or (ii) repriced or effectively refinanced through any waiver, consent, amendment or amendment and restatement (including, without limitation, a Refinancing Amendment) (in each case, in connection with any waiver, consent, amendment or amendment and restatement to the Tranche B Term Loans directed at, or the result of which would be, the lowering of the Weighted Average Yield of the Tranche B Term Loans or the incurrence of any Indebtedness having a Weighted Average Yield that is less than the Weighted Average Yield of the Tranche B Term Loans (or portion thereof) so repaid, prepaid, refinanced, replaced or repriced (a “Repricing Transaction”)) occurring on or prior to the first anniversary of the Closing Date, such repayment, prepayment, refinancing, replacement or repricing will be made at 101.0% of the principal amount of the Tranche B Term Loans so repaid, prepaid, refinanced, replaced or repriced. If all or any portion of the Tranche B Term Loans held by any Lender is repaid, prepaid, refinanced or replaced (including through a mandatory assignment) pursuant to Section 2.23 as a result of, or in connection with, such Lender not agreeing or otherwise consenting to any waiver, consent or amendment referred to in clause (ii) above (or otherwise in connection with a Repricing Transaction), such repayment, prepayment, refinancing or replacement will be made at 101.0% of the principal amount of the Tranche B Term Loans so repaid, prepaid, refinanced or replaced. It is expressly agreed that, notwithstanding anything to the contrary herein, no premium, penalty or call protection under this Section 2.13(c) shall be due in connection with a mandatory prepayment of Loans required pursuant to Section 2.14 hereof other than a mandatory prepayment under Section 2.14(d).
Tranche B Term Loan Call Protection. In the event that all or any portion of the Tranche B Term Borrowings are (i) prepaid with the proceeds of any Indebtedness (including any new or additional Loans under this Agreement) that is broadly marketed or syndicated to banks, financial institutions or other investors and has a Weighted Average Yield that is less than the Weighted Average Yield for such Tranche B Term Loans as of the date of such prepayment or (ii) repriced (or effectively refinanced) through any amendment of this Agreement that reduces the Weighted Average Yield of such Tranche B Term Loans below the Weighted Average Yield of such Tranche B Term Loans immediately prior to giving effect to such amendment, any such prepayment, repricing or refinancing that occurs on or prior to the six-month anniversary of the Closing Date shall be accompanied by a prepayment fee equal to 1.0% of the aggregate principal amount of such prepayment or the aggregate principal amount subject to such repricing or refinancing.
Tranche B Term Loan Call Protection. In the event that (i) all or any portion of the Tranche B Term Loans are (A) voluntarily prepaid or mandatorily prepaid pursuant to Section 2.13 with the proceeds of other Indebtedness having a weighted average yield that is less than the weighted average yield applicable to the Tranche B Term Loans so prepaid or (B) repriced or effectively refinanced through any waiver, consent or amendment of the Tranche B Term Loans (which repricing or refinancing would have the effect of reducing the stated rate of interest with respect to the Tranche B Term Loans so repriced or refinanced) or (ii) a Term Lender is replaced as a result of the mandatory assignment of its Tranche B Term Loans in the circumstances described in Section 2.23 following the failure of such Term Lender to consent to an amendment of this Agreement that would have the effect of reducing the weighted average yield with respect to the Tranche B Term Loans of such Term Lender, in each case, for any reason prior to the first anniversary of the Closing Date, such prepayments, effective refinancings, refinancings or, solely with respect to such replaced Term Lender, mandatory assignments, will be made at 101.0% of the amount prepaid, effectively refinanced, refinanced or mandatorily assigned and, with respect to amounts repriced, at a premium of 1.00% on the amount so repriced.
Tranche B Term Loan Call Protection. In the event all or any portion of the Tranche B Term Loans are repaid pursuant to Section 2.13(a), 2.14(a) or 2.14(c) prior to the second anniversary of the Closing Date, such repayments will be made at (i) 102.0% of the amount repaid if such repayment occurs prior to the first anniversary of the Closing Date and (ii) 101.0% of the amount repaid if such repayment occurs on or after the first anniversary of the Closing Date and prior to the second anniversary of the Closing Date.
Tranche B Term Loan Call Protection. In the event that (i) on or prior to the date that is 12 months after the Closing Date, all or any portion of the Tranche B Term Borrowings (A) are prepaid pursuant to Section 2.12(a)(i) (for the avoidance of doubt, including on account of the requirements set forth in Section 2.25) or 2.13(c) or (B) are subject to any amendment or other modification of this Agreement that, directly or indirectly, reduces the Weighted Average Yield of any Tranche B Term Loans, then each Lender whose Tranche B Term Loans are so prepaid or subject to such amendment or modification, or which is required to assign any of its Tranche B Term Loans pursuant to Section 2.22 in connection with such amendment or modification, shall be paid a fee equal to the Yield Maintenance Amount with respect to the principal amount of such Lender’s Tranche B Term Loans so prepaid or subject to such amendment or modification (or such assignment), and (ii) after the date that is 12 months after the Closing Date and on or prior to the date that is 24 months after the Closing Date (A) all or any portion of the Tranche B Term Borrowings are subject to a Repricing Event or (B) a Lender is required to assign any of its Tranche B Term Loans pursuant to Section 2.22 in connection with such Repricing Event, then each Lender whose Tranche B Term Loans are subject to such Repricing Event or which is required to assign any of its Tranche B Term Loans pursuant to Section 2.22 in connection with such Repricing Event shall be paid a fee equal to 1.00% of the aggregate principal amount of such Lender’s Tranche B Term Loans subject to such Repricing Event or such assignment; provided that the fee set forth in clause (ii) of this Section 2.12(d) shall not apply if such Repricing Event is in connection with (A) the occurrence of a Change of Control or (B) the consummation of an Acquisition not permitted by this Agreement; provided further that no fee shall be due and payable under this Section 2.12(d) if such prepayment or amendment or modification (or such assignment) or such Repricing Event occurs after the date that is 24 months after the Closing Date.
Tranche B Term Loan Call Protection. In the event that (i) all or any portion of the Tranche B Term Loan is repriced, effectively refinanced through any amendment of the Tranche B Term Loan or refinanced with the proceeds of other Indebtednessa Repricing Transaction occurs or (ii) a Term Lender is replaced as a result of the mandatory assignment of its Tranche BRestatement Effective Date Term Loans in the circumstances described in Section 2.23 following the failure of such Term Lender to consent to an amendment of this Agreement that would have the effect of reducing the stated rate of interest with respect to the Tranche BRestatement Effective Date Term Loans of such Term Lender, in each case of foregoing clauses (i) and (ii), for any reason prior to the sixth monthsixth-month anniversary of the Second AmendmentRestatement Effective Date, such repricings, effective refinancings, refinancings or, solely with respect to such replaced Term Lender, mandatory assignments, will be made at 101.0% of the amount repriced, effectively refinanced, refinanced or mandatorily assigned.
Tranche B Term Loan Call Protection. In the event that (i) all or any portion of the Tranche B Term Loan is repriced (which repricing would have the effect of reducing the stated rate of interest with respect to the Tranche B Term Loans), effectively refinanced through any amendment of the Tranche B Term Loans or refinanced with the proceeds of other Indebtedness or (ii) a Term Lender is replaced as a result of the mandatory assignment of its Tranche B Term Loans in the circumstances described in Section 2.23 following the failure of such Term Lender to consent to an amendment of this Agreement that would have the effect of reducing the stated rate of interest with respect to the Tranche B Term Loans of such Term Lender, in each case, for any reason prior to the first anniversary of the Restatement Date, such effective refinancings, refinancings or, solely with respect to such replaced Term Lender, mandatory assignments, will be made at 101.0% of the amount effectively refinanced, refinanced or mandatorily assigned and, with respect to amounts repriced, at a premium of 1.00% on the amount so repriced.
