Call Premium. In connection with any Repricing Transaction that is consummated in respect of all or any portion of the Initial Term Loans, during the six (6) month period following the Closing Date, the Borrower shall pay to the Administrative Agent, for the ratable benefit each Term Loan Lender, a fee equal to 1.0% of the aggregate principal amount of the Initial Term Loans of such Term Loan Lender subject to such Repricing Transaction (it being understood that any such fees under clause (b) of the definition of “Repricing Transaction” shall be paid to each Non-Consenting Lender that is replaced in such Repricing Transaction pursuant to Section 5.12(b)). Such fees shall be due and payable within three (3) Business Days of the date of the effectiveness of such Repricing Transaction.
Call Premium. In connection with any Repricing Transaction that is consummated in respect of all or any portion of the Initial Term Loans, during the six (6) month period following the Closing Date, the Borrower shall pay to the Administrative Agent, for the ratable benefit each Term Loan Lender, a fee equal to 1.0% of the aggregate principal amount of the Initial Term Loans of such Term Loan Lender subject to such Repricing Transaction. Such fees shall be due and payable within five (5) Business Days of the date of the effectiveness of such Repricing Transaction.
Call Premium. In the event that all or any portion of the Term Loans are (i) repaid, prepaid, refinanced or replaced or (ii) repriced or effectively refinanced through any waiver, consent or amendment (in each case, in connection with any waiver, consent or amendment to the Term Facility the result of which would be the lowering of the weighted average yield of the Term Facility or the incurrence of any debt financing having a weighted average yield that is less than weighted average yield of the Term Facility (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 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 2.16(b) 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 so repaid, prepaid, refinanced or replaced.
Call Premium. Prepayments permitted or required under this Section 3.04 (including optional prepayments described in Section 3.04(a) and mandatory prepayments described in Section 3.04(c) hereof) and, for avoidance of doubt, any prepayments of the Loans occurring after acceleration of the Loans pursuant to Section 11.02 and any other prepayments of the Loans (which payments, for the purpose of calculating the Call Premium, shall be deemed to have been made (i) on the date of acceleration, if earlier than the date of payment and (ii) on the amount of Loans outstanding on the date of acceleration, if more than the amount paid on the date of payment), shall be subject to payment of the applicable Call Premium and any amounts required to be paid pursuant to Sections 5.01, 5.02 or 5.03.
Call Premium. In the event that, during the six month period following the Closing Date, the Borrower (A) makes any prepayment of the Initial Term Loan in connection with any Repricing Transaction (as defined below), or (B) effects any amendment of this Agreement resulting in a Repricing Transaction, in either case the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Lender, a fee in an amount equal to, (x) in the case of clause (A), a prepayment premium of 1.0% of the amount of the Initial Term Loans being prepaid, and (y) in the case of clause (B), a payment equal to 1.0% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are affected by such Repricing Transaction. Such fees shall be due and payable within five (5) Business Days of the date of the effectiveness of such Repricing Transaction. For the purpose of this clause (v), “Repricing Transaction” means, other than in connection with a Change of Control, (1) any prepayment or repayment of the Initial Term Loans with the proceeds of, or any conversion of the Initial Term Loans into, any new or replacement tranche of term loans or other Indebtedness bearing interest with an All-In-Yield less than the All-In-Yield applicable to the Initial Term Loans (as such comparative yields are determined in the reasonable judgment of the Administrative Agent), and (2) any amendment to the interest rate or Applicable Margin with respect to the Initial Term Loan that reduces the All-In-Yield applicable to the Initial Term Loan.
Call Premium. (i) In addition to the amount of any applicable Yield Maintenance Fee during the Yield Maintenance Period, subject to clause (ii) below, in the event that (A) the Borrower makes any prepayment of Loans pursuant to Section 2.04(a) or Section 2.04(b)(vi) or Section 2.04(b)(vii) or (B) the unpaid principal balance of any Loan is accelerated (whether by election or automatically) upon the occurrence of an Event of Default pursuant to Section 6.01 (including any acceleration upon the occurrence of an actual or deemed entry of an order for relief with respect to any Loan Party under the Bankruptcy Code or any other Bankruptcy Law, including, without limitation, upon the occurrence of an Event of Default pursuant to Section 6.01(f)), in each case during the Call Premium Period (the principal amount of such prepayment or amount so accelerated being the “Called Amount”), the Borrower shall pay to the Administrative Agent, for the ratable benefit of the Lenders, a Call Premium in an amount equal to the product of the Called Amount and the applicable percentage set forth below under the caption “Call Premium Percentage”: Date of Prepayment Call Premium Percentage From Effective Date to second anniversary thereof 1.00 % From second anniversary of Effective Date to third anniversary thereof 2.00 % From third anniversary of Effective Date to fourth anniversary thereof 1.00 %
Call Premium. In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (i) makes any prepayment of the Initial Term Loans in connection with any Repricing Transaction (as defined below) or (ii) 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 applicable Lender, a fee in an amount equal to, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Initial Term Loans being prepaid and (y) in the case of clause (ii), a payment equal to 1.0% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment that are affected by such Repricing Transaction. Such fees shall be due and payable within five (5) Business Days of the date of the effectiveness of such Repricing Transaction. For the purpose of this clause (c), “Repricing Transaction” means (a) any prepayment or repayment of the Initial Term Loans with the proceeds of, or any conversion of the Initial Term Loans into, any new or replacement tranche of term loans or Indebtedness bearing interest with an “effective yield” (taking into account upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount, 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 of such new or replacement loans) less than the “effective yield” applicable to the Initial Term Loans (as such comparative yields are determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices) and (b) any amendment to the pricing terms of the Initial Term Loans which reduces the “effective yield” applicable to the Initial Term Loans.
Call Premium. If the Borrower makes a voluntary prepayment of the Term A-1 Loans and/or the Term A-2 Loans pursuant to this Section 2.10, the Borrower shall pay to the Administrative Agent, for the ratable account of the applicable Term Loan Lenders, a fee in an amount equal to:
Call Premium. In consideration for the making of the Incremental Loans, the Borrower agrees that in the event that, on or prior to the six-month anniversary of the Effective Date (as defined below), the Borrower (i) makes any prepayment of the Loans in connection with any Repricing Transaction (as defined below) or (ii) effects any amendment of the Credit Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Lender, a fee in an amount equal to, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Loans being prepaid and (y) in the case of clause (ii), a payment equal to 1.0% of the aggregate amount of the applicable Loans outstanding immediately prior to such amendment. Such fees shall be due and payable within three (3) Business Days of the date of the effectiveness of such Repricing Transaction. For the purpose of this clause (k), “Repricing Transaction” means (a) any prepayment or repayment of the Loans with the proceeds of, or any conversion of the Loans into, any new or replacement tranche of loans bearing interest with an All-In Yield less than the All-In Yield applicable to the Loans and (b) any amendment to the pricing terms of the Loans which reduces the All-In Yield applicable to the Loans; provided, that any prepayment or refinancing in connection with a Change of Control or any refinancing that involves an upsizing in connection with a Transformative Acquisition shall not be considered a Repricing Transaction.
Call Premium. In the event that all or any portion of the Loans are voluntarily prepaid pursuant to Section 2.8(a), mandatorily prepaid pursuant to Section 2.8(b)(i) through (iii), or in connection with a Change of Control, any other Event of Default, whether before or after the commencement of a proceeding under any Debtor Relief Law and notwithstanding any acceleration (for any reason), or mandatorily assigned by a Non-Consenting Lender pursuant to Section 11.2(b) in connection with a matter requiring the consent of all or all affected Lenders, the Borrower shall pay to the Administrative Agent on the date of such prepayment, refinancing or assignment for the ratable account of each applicable Lender, a fee in an amount equal to (i) a prepayment premium equal to 2.0% of the amount of the Loans being prepaid, refinanced or assigned, in the event such prepayment refinancing or assignment occurs after December 31, 2017, but on or prior to December 31, 2018, and (ii) a prepayment premium of 1.0% of the amount of the Loans being prepaid, refinanced or assigned, in the event such prepayment, refinancing or assignment occurs after December 31, 2018, but on or prior to December 31, 2019.
