Common use of Yield Maintenance Premium Clause in Contracts

Yield Maintenance Premium. If, on or prior to the 18 month anniversary of the Closing Date, Borrowers pay, for any reason (including, but not limited to, any optional or mandatory payment after the occurrence of an Event of Default or after acceleration of the Loans), all or any part of the principal balance of any Term Loan and/or any Commitment is reduced or terminated (other than (i) the termination of any Term Loan Commitment on the Closing Date or the date of the full funding of such Commitment or (ii) with respect to prepayments made pursuant to Section 2.13(e)), Borrowers shall pay to Service Agent, for the benefit of all Lenders entitled to a portion of such prepayment or reduction, an amount (the “Yield Maintenance Premium”) equal to (A) the difference between (1) the aggregate amount of interest (including, without limitation, interest payable in cash, in kind or deferred) which would have otherwise been payable on the amount of the principal prepayment or commitment reduction from the date of prepayment or reduction until the 18 month anniversary of the Closing Date, minus (2) the aggregate amount of interest Lenders would earn if the prepaid or reduced principal amount were reinvested for the period from the date of prepayment or reduction until the 18 month anniversary of the Closing Date at the Treasury Rate (the term “Treasury Rate” shall mean a rate per annum (computed on the basis of actual days elapsed over a year of 360 days) equal to the rate determined by Service Agent on the date three (3) Business Days prior to the date of prepayment, to be the yield expressed as a rate listed in The Wall Street Journal for United States Treasury securities having a term of not greater than thirty-six (36) months), plus (B) an amount equal to the Prepayment Premium that would otherwise be payable as if such prepayment had occurred on the day after the 18 month anniversary of the Closing Date. No amount will be payable pursuant to the foregoing provisions with respect to any prepayment of all or any part of any Loan after the 18 month anniversary of the Closing Date. Notwithstanding the foregoing, no Yield Maintenance Premium shall be due and payable with respect to prepayments under Section 2.13(a), Section 2.13(c) (solely with respect to Cash proceeds not in excess of $5,000,000) and Section 2.13(g) (solely with respect to tax refunds) in an aggregate amount not to exceed $10,000,000 during the period from the Closing Date until the first anniversary of the Closing Date.

Yield Maintenance Premium. If, on or prior to the 18 month one year anniversary of the Closing Date, the Borrowers paypay (or is deemed to pay in the case of an acceleration of the Loans), for any reason (including, but not limited to, any optional prepayment, any mandatory prepayment pursuant to Section 4.2(a) or mandatory payment Section 4.2(b) (other than with respect to any Recovery Events), or after the occurrence of an Event of Default or after acceleration of the LoansLoans including in connection with the commencement of any proceeding pursuant to any Debtor Relief Laws), all or any part of the principal balance of any Term Loan and/or any Commitment is reduced or terminated (other than (i) Loan, the termination of any Term Loan Commitment on the Closing Date or the date of the full funding of such Commitment or (ii) with respect to prepayments made pursuant to Section 2.13(e)), Borrowers shall pay to Service Administrative Agent, for the benefit of all Lenders entitled to a portion of such prepayment or reductionprepayment, an amount (the “Yield Maintenance Premium”) equal to (Ai) the difference (which shall not be less than zero) between (1A) the aggregate amount of interest (including, without limitation, interest payable in cash, in kind or deferred) which would have otherwise been payable on the amount of the principal prepayment or commitment reduction from the date of prepayment (or reduction deemed prepayment in the case of an acceleration of the Loans) until the 18 month one year anniversary of the Closing Date, minus (2B) the aggregate amount of interest Lenders would earn if the prepaid (or reduced deemed prepaid in the case of an acceleration of the Loans) principal amount were reinvested for the period from the date of prepayment (or reduction deemed prepayment in the case of an acceleration of the Loans) until the 18 month one year anniversary of the Closing Date at the Treasury Rate plus (ii) an amount equal to the Prepayment Premium that would otherwise be payable as if such prepayment (or deemed prepayment in the case of an acceleration of the Loans) had occurred on the day after the one year anniversary of the Closing Date. The term “Treasury Rate” shall mean a rate per annum (computed on the basis of actual days elapsed over a year of 360 days) equal to the rate reasonably determined by Service Administrative Agent (as directed in writing by the Required Lenders (which may be via email)) on the date three (3) Business Days prior to the date of prepayment, to be the yield expressed as a rate listed in The Wall Street Journal for United States Treasury securities having a term of not no greater than thirty-six (36) months), plus (B) an amount equal to the Prepayment Premium that would otherwise be payable as if such prepayment had occurred on period for the day after remaining months until the 18 month one year anniversary of the Closing Date. No amount will be payable pursuant to the foregoing provisions with respect to any prepayment of all or any part of any Loan after the 18 month one year anniversary of the Closing Date. Notwithstanding Nothing contained in this Section 4.2(e) shall permit any voluntary prepayment not otherwise permitted by the foregoing, no Yield Maintenance Premium shall be due and payable with respect to prepayments under Section 2.13(a), Section 2.13(c) (solely with respect to Cash proceeds not in excess terms of $5,000,000) and Section 2.13(g) (solely with respect to tax refunds) in an aggregate amount not to exceed $10,000,000 during the period from the Closing Date until the first anniversary of the Closing Datethis Agreement.

Yield Maintenance Premium. If, on or prior to the 18 month anniversary of the Closing Date, Borrowers pay, for any reason (including, but not limited to, any optional or mandatory payment after the occurrence of an Event of Default or after acceleration of the Loans), all or any part of the principal balance of any Term Loan and/or any Commitment is reduced or terminated (other than (i) the termination of any Term Loan Commitment on the Closing Date or the date of the full funding of such Commitment or (ii) with respect to prepayments made pursuant to Section 2.13(e)), Borrowers shall pay to Service Agent, for the benefit of all Lenders entitled to a portion of such prepayment or reduction, an amount (the “Yield Maintenance Premium”) equal to (A) the difference between (1) the aggregate amount of interest (including, without limitation, interest payable in cash, in kind or deferred) which would have otherwise been payable on the amount of the principal prepayment or commitment reduction (assuming the full commitment amount has been drawn) from the date of prepayment or reduction until the 18 month anniversary of the Closing Date, minus (2) the aggregate amount of interest Lenders would earn if the prepaid or reduced principal amount were reinvested for the period from the date of prepayment or reduction until the 18 month anniversary of the Closing Date at the Treasury Rate (the term “Treasury Rate” shall mean a rate per annum (computed on the basis of actual days elapsed over a year of 360 days) equal to the rate determined by Service the Agent on the date three (3) Business Days prior to the date of prepayment, to be the yield expressed as a rate listed in The Wall Street Journal for United States Treasury securities having a term of not greater than thirty-six (36) months), plus (B) an amount equal to the Prepayment Premium that would otherwise be payable as if such prepayment had occurred on the day after the 18 month anniversary of the Closing Date. No amount will be payable pursuant to the foregoing provisions with respect to any prepayment of all or any part of any Loan after the 18 month anniversary of the Closing Date. Notwithstanding Nothing contained in this Section 2.12(c) shall permit any voluntary prepayment or commitment reduction not otherwise permitted by the foregoing, no Yield Maintenance Premium shall be due and payable with respect to prepayments under Section 2.13(a), Section 2.13(c) (solely with respect to Cash proceeds not in excess terms of $5,000,000) and Section 2.13(g) (solely with respect to tax refunds) in an aggregate amount not to exceed $10,000,000 during the period from the Closing Date until the first anniversary of the Closing Datethis Agreement.”

Yield Maintenance Premium. If, If all or any part of the principal balance of any Term Loan is paid and/or any Commitment is reduced or terminated on or prior to the 18 month first anniversary of the Closing Date, Borrowers pay, Date for any reason (including, but not limited to, any optional or mandatory payment or any payment made after the occurrence of an Event of Default or after acceleration of the Loans), all or any part of the principal balance of any Term Loan and/or any Commitment is reduced or terminated but excluding (other than (ix) the termination of any Term Loan A Commitment on the Closing Date or the date Date, (y) any funding of the full funding of such Term Loan B Commitment or (iiz) with respect to prepayments any payment made pursuant to Section 2.11(a), 2.11(b), 2.13(b) or 2.13(e)), Borrowers Company shall pay to Service Agent, for each Initial Lender (as hereinafter defined) in accordance with its Pro Rata Shares on the benefit Closing Date (or as any such Initial Lender may otherwise agree in writing with any of all Lenders entitled its assignees under the Financing Agreement with respect to a the portion of the Yield Maintenance Premium that would otherwise be distributed to such prepayment or reductionInitial Lender hereunder), an amount (the “"Yield Maintenance Premium”") equal to (A) the difference between (1) the aggregate amount of interest (including, without limitation, interest payable in cash, in kind or deferred) which would have otherwise been payable on the amount of the principal prepayment payment or commitment reduction reduction, from the date of prepayment payment or reduction until the 18 month first anniversary of the Closing Date (calculated at the rate applicable to Base Rate Loans on the date of such payment or reduction and, in the case of a commitment reduction, as if the applicable commitment were fully drawn from the date of such payment until the first anniversary of the Closing Date), minus and (2) the aggregate amount of interest Lenders would earn if the prepaid paid or reduced principal amount were reinvested for the period from the date of prepayment payment or reduction until the 18 month first anniversary of the Closing Date at the Treasury Rate (the term “"Treasury Rate” " shall mean a rate per annum (computed on the basis of actual days elapsed over a year of 360 days) equal to the rate determined by Service Collateral Agent on the date three (3) Business Days prior to the date of prepaymentpayment, to be the yield expressed as a rate listed in The Wall Street Journal for United States Treasury securities having a term of not greater than thirty-six (36) months), plus (B) an amount equal to the Prepayment Premium that would otherwise be payable as if such prepayment had occurred on the day after the 18 month anniversary 3.0% of the Closing Dateamount of the principal payment or commitment reduction made on such date. No amount will be payable pursuant to the foregoing provisions with respect to any prepayment payment of all or any part of any Loan or any commitment reduction made after the 18 month anniversary of the Closing Date. Notwithstanding the foregoing, no Yield Maintenance Premium shall be due and payable with respect to prepayments under Section 2.13(a), Section 2.13(c) (solely with respect to Cash proceeds not in excess of $5,000,000) and Section 2.13(g) (solely with respect to tax refunds) in an aggregate amount not to exceed $10,000,000 during the period from the Closing Date until the first anniversary of the Closing Date. "Initial Lenders" means collectively, the Lenders party to the Financing Agreement on the Closing Date, but not any of their respective assignees under the Financing Agreement.