Common use of Prepayment Premiums Clause in Contracts

Prepayment Premiums. If all or any portion of the Notes is prepaid, or required to be prepaid, pursuant to this Section 2.07, Article IX or otherwise, then, in all cases, the Issuers shall pay to the Purchasers, on the date on which such prepayment is prepaid or required to be prepaid, in addition to the other Obligations so prepaid or required to be prepaid, a prepayment premium equal to: (i) with respect to any prepayment paid or required to be paid before the second anniversary of the Closing Date (with respect to any Initial Notes prepaid or required to be prepaid) or the second anniversary of the Delayed Draw Note Closing Date (with respect to any Delayed Draw Notes prepaid or required to be prepaid), the Make-Whole Amount with respect to such prepayment, (ii) with respect to any prepayment paid or required to be paid on or after the second anniversary, but before the third anniversary, in each case of the Closing Date (with respect to any Initial Notes prepaid or required to be prepaid) or the Delayed Draw Note Closing Date (with respect to any Delayed Draw Notes prepaid or required to be prepaid), 2.00% of the principal amount of the Notes prepaid or required to be prepaid, (iii) with respect to any prepayment paid or required to be paid on or after the third anniversary, but before the fourth anniversary, in each case of the Closing Date (with respect to any Initial Notes prepaid or required to be prepaid) or the Delayed Draw Note Closing Date (with respect to any Delayed Draw Notes prepaid or required to be prepaid), 1.00% of the principal amount of the Notes prepaid or required to be prepaid, and (iv) with respect to any prepayment paid or required to be prepaid thereafter, as applicable, 0.00% of the principal amount of the Notes prepaid or required to be prepaid.

Prepayment Premiums. If Notwithstanding anything to the contrary in this Agreement or any other Loan Document (but subject to clause (b)(iv) above), if all or any portion of the Notes is Loans are prepaid, or required to be prepaid, pursuant to this Section 2.072.03, Article IX or otherwise, then, in all cases, the Issuers Borrower shall pay to the PurchasersLenders, for their respective ratable accounts, on the date on which such prepayment is prepaid paid or required to be prepaidpaid, in addition to the other Obligations so prepaid or required to be prepaid, a prepayment premium equal to: (i) with respect to any prepayment paid or required to be paid before on or prior to the second (2nd) anniversary of the Closing Date (with respect to any Initial Notes prepaid or required to be prepaid) or the second anniversary date of the Delayed Draw Note Closing Date (with respect Borrowing of such Loan, an amount equal to any Delayed Draw Notes prepaid or required to be prepaid), the Make-Whole Amount with respect to such prepayment, (ii) with respect to any prepayment paid or required to be paid on or after the second anniversary, (2nd) anniversary of the date of the Borrowing of such Loan but before on or prior to the third anniversary, in each case (3rd) anniversary of the Closing Date date of the Borrowing of such Loan, three percent (with respect to any Initial Notes prepaid or required to be prepaid3.00%) or the Delayed Draw Note Closing Date (with respect to any Delayed Draw Notes prepaid or required to be prepaid), 2.00% of the principal amount of the Notes such Loan that is prepaid or required to be prepaid, (iii) with respect to any prepayment paid or required to be paid on or after the third anniversary, (3rd) anniversary of the date of the Borrowing of such Loan but before on or prior to the fourth anniversary, in each case (4th) anniversary of the Closing Date date of the Borrowing of such Loan, two percent (with respect to any Initial Notes 2.00%) of the principal amount of such Loan that is prepaid or required to be prepaid) or the Delayed Draw Note Closing Date (with respect to any Delayed Draw Notes prepaid or required to be prepaid), 1.00% of the principal amount of the Notes prepaid or required to be prepaid, and (iv) with respect to any prepayment paid or required to be prepaid paid thereafter, as applicable, zero percent (0.00% %) of the principal amount of the Notes such Loan that is prepaid or required to be prepaid.

Prepayment Premiums. If all or any portion of the Notes is Loans are prepaid, or required to be prepaid, pursuant to this Section 2.072.03, Article IX or otherwise, then, in all cases, the Issuers Borrower shall pay to the PurchasersLenders, for their respective ratable accounts, on the date on which such prepayment is prepaid paid or required to be prepaidpaid, in addition to the other Obligations so prepaid or required to be prepaid, a prepayment premium equal to: (i) with respect to any prepayment paid or required to be paid before the second anniversary of the Closing Date (with respect on or prior to any Initial Notes prepaid or required to be prepaid) or the second anniversary of the Delayed Draw Note Closing Date (with respect to any Delayed Draw Notes prepaid or required to be prepaid)March 31, 2018, the Make-Whole Amount with respect to such prepayment, (ii) with respect to any prepayment paid or required to be paid after March 31, 2018 but on or after the second anniversaryprior to March 31, but before the third anniversary2019, in each case of the Closing Date four percent (with respect to any Initial Notes prepaid or required to be prepaid4.0%) or the Delayed Draw Note Closing Date (with respect to any Delayed Draw Notes prepaid or required to be prepaid), 2.00% of the principal amount of the Notes Loans prepaid or required to be prepaid, (iii) with respect to any prepayment paid or required to be paid after March 31, 2019 but on or after the third anniversaryprior to March 31, but before the fourth anniversary2020, in each case of the Closing Date two percent (with respect to any Initial Notes prepaid or required to be prepaid2.0%) or the Delayed Draw Note Closing Date (with respect to any Delayed Draw Notes prepaid or required to be prepaid), 1.00% of the principal amount of the Notes Loans prepaid or required to be prepaid, and (iv) with respect to any prepayment paid or required to be prepaid thereafterpaid after March 31, as applicable2020 but on or prior to March 31, 0.00% 2021, one percent (1.0%) of the principal amount of the Notes Loans prepaid or required to be prepaid and (v) with respect to any prepayment thereafter, zero percent (0.0%) of the principal amount of the Loans prepaid or required to be prepaid. Notwithstanding the foregoing, or anything to the contrary set forth in this Agreement, to the extent that all or any portion of the Loans outstanding on any date are refinanced (whether through an amendment to this Agreement or otherwise) by new credit extensions advanced by one or more of the Lenders to the Borrower on such date, no prepayment premium shall be payable pursuant to this Section 2.03(e) with respect to the portion of the Loans so refinanced on such date; provided, that, (x) no Default or Event of Default shall have occurred and be continuing as of such date, (y) the Loan Parties shall have been in compliance with Section 8.16(a) (without giving effect to any exercise of a Cure Right pursuant to Section 8.16(b)) for each four (4) consecutive fiscal quarter period ending after the Funding Date but on or prior to such date of refinancing and (z) the aggregate principal amount of such refinancing is at least $40,000,000.

Prepayment Premiums. If all or any portion of the Notes is Loans are prepaid, or required to be prepaid, pursuant to this Section 2.072.03, Article IX or otherwise, then, in all cases, the Issuers Borrower shall pay to the PurchasersLenders, for their respective ratable accounts, on the date on which such prepayment is prepaid paid or required to be prepaidpaid, in addition to the other Obligations so prepaid or required to be prepaid, a prepayment premium equal to: (i) with respect to any prepayment paid or required to be paid before on or prior to the second (2nd) anniversary of the Closing Date date of the Borrowing of such Loan, an amount equal to the sum of (with respect to any Initial Notes A) ten percent (10%) of the principal amount of such Loan that is prepaid or required to be prepaidprepaid plus (B) or all interest that would have accrued on such Loan to and including the second (2nd) anniversary of the Delayed Draw Note Closing Date date of the Borrowing of such Loan, but for such prepayment or requirement to prepay (with respect to any Delayed Draw Notes prepaid or required to be prepaidand, for the avoidance of doubt, assuming that such Loans remained outstanding until such second (2nd) anniversary), as determined by the Make-Whole Amount with respect to such prepaymentAdministrative Agent (which determination shall be accepted by the Borrower in the absence of manifest error), (ii) with respect to any prepayment paid or required to be paid on or after the second anniversary, (2nd) anniversary of the date of the Borrowing of such Loan but before on or prior to the third anniversary, in each case (3rd) anniversary of the Closing Date date of the Borrowing of such Loan, seven and one-half percent (with respect to any Initial Notes prepaid or required to be prepaid7.50%) or the Delayed Draw Note Closing Date (with respect to any Delayed Draw Notes prepaid or required to be prepaid), 2.00% of the principal amount of the Notes such Loan that is prepaid or required to be prepaid, (iii) with respect to any prepayment paid or required to be paid on or after the third anniversary, (3rd) anniversary of the date of the Borrowing of such Loan but before on or prior to the fourth anniversary, in each case (4th) anniversary of the Closing Date date of the Borrowing of such Loan, five percent (with respect to any Initial Notes 5%) of the principal amount of such Loan that is prepaid or required to be prepaid) or the Delayed Draw Note Closing Date (with respect to any Delayed Draw Notes prepaid or required to be prepaid), 1.00% of the principal amount of the Notes prepaid or required to be prepaid, and (iv) with respect to any prepayment paid or required to be prepaid thereafterpaid after the fourth (4th) anniversary of the date of the Borrowing of such Loan but prior to the fifth (5th) anniversary of the date of the Borrowing of such Loan, as applicable, 0.00% two and one-half percent (2.50%) of the principal amount of the Notes such Loan that is prepaid or required to be prepaid.

Prepayment Premiums. If all or any portion of the Notes is prepaid, or required to be prepaid, pursuant to this Section 2.07, Article IX or otherwise, then, in all cases, the Issuers shall pay to the Purchasers, on the date on which such prepayment is prepaid or required to be prepaid, in addition to the other Obligations so prepaid or required to be prepaid, a prepayment premium equal to: (i) with respect to any prepayment paid or required to be paid before the second anniversary of the Closing Date (with respect to any Initial Notes prepaid or required to be prepaid) or the second anniversary of the Delayed Draw Note Closing Date (with respect to any Delayed Draw Notes prepaid or required to be prepaid), the Make-Whole Amount with respect to such prepayment, (ii) with respect to any prepayment paid or required to be paid on or after the second anniversary, but before the third anniversary, in each case of the Closing Date (with respect to any Initial Notes prepaid or required to be prepaid) or the Delayed Draw Note Closing Date (with respect to any Delayed Draw Notes prepaid or required to be prepaid), 2.00% of the principal amount of the Notes prepaid or required to be prepaid, (iii) with respect to any prepayment paid or required to be paid on or after the third anniversary, but before the fourth anniversary, in each case of the Closing Date (with respect to any Initial Notes prepaid or required to be prepaid) or the Delayed Draw Note Closing Date (with respect to any Delayed Draw Notes prepaid or required to be prepaid), 1.00% of the principal amount of the Notes prepaid or required to be prepaid, and (iv) with respect to any prepayment paid or required to be prepaid thereafter, as applicable, 0.00% of the principal amount of the Notes prepaid or required to be prepaid.. 2.08

Prepayment Premiums. If all or any portion of the Notes Term Loan is prepaid, repaid, or required to be prepaid, prepaid or repaid pursuant to this Section 2.072.03, Article IX or otherwise, then, in all cases, the Issuers Borrower shall pay to the PurchasersLenders, for their respective ratable accounts, on the date on which such prepayment is prepaid paid or required to be prepaidpaid, in addition to any payment under Section 2.06(b) and the other Obligations so prepaid prepaid, repaid or required to be prepaidprepaid or repaid, a prepayment premium equal to: (i) with respect to any prepayment paid or required to be paid before on or prior to the second three (3) year anniversary of the Closing Date, 5.00% of the principal amount of the Term Loan prepaid or required to be prepaid, plus all required interest payments that would have been due on the principal amount of the Term Loan prepaid or required to be prepaid through and including the three (3) year anniversary of the Closing Date (with respect to any Initial Notes prepaid or required to be prepaid) or the second anniversary extent such interest payments have not been paid as of the Delayed Draw Note Closing Date (with respect to any Delayed Draw Notes prepaid or required to be prepaidsuch date of determination), the Make-Whole Amount with respect to such prepayment, (ii) with respect to any prepayment paid or required to be paid on or after the second anniversary, but before the third anniversary, in each case three (3) year anniversary of the Closing Date but on or prior to the four (with respect to any Initial Notes prepaid or required to be prepaid4) or year anniversary of the Delayed Draw Note Closing Date (with respect to any Delayed Draw Notes prepaid or required to be prepaid)Date, 2.005.00% of the principal amount of the Notes Term Loan prepaid or required to be prepaid, (iii) with respect to any prepayment paid or required to be paid on or after the third anniversary, but before the fourth anniversary, in each case four (4) year anniversary of the Closing Date but on or prior to the five (with respect to any Initial Notes prepaid or required to be prepaid5) or year anniversary of the Delayed Draw Note Closing Date (with respect to any Delayed Draw Notes prepaid or required to be prepaid)Date, 1.002.50% of the principal amount of the Notes Term Loan prepaid or required to be prepaid, and (iv) with respect to any prepayment paid or required to be prepaid thereafter, as applicable, 0.001.25% of the principal amount of the Notes Term Loan prepaid or required to be prepaid.

Prepayment Premiums. If all or any portion of the Notes is Loans are prepaid, or required to be prepaid, pursuant to this Section 2.072.03, Article IX or otherwise, then, in all cases, the Issuers Borrower shall pay to the PurchasersLenders, for their respective ratable accounts, on the date on which such prepayment is prepaid paid or required to be prepaidpaid, in addition to the other Obligations so prepaid or required to be prepaid, a prepayment premium equal to: (i) with respect to any prepayment paid or required to be paid before on or prior to the second (2nd) anniversary of the Closing Date date of the Borrowing of such Loan, an amount equal to the sum of (with respect to any Initial Notes A) ten percent (10%) of the principal amount of such Loan that is prepaid or required to be prepaidprepaid plus (B) or all interest that would have accrued on such Loan to and including the second (2nd) anniversary of the Delayed Draw Note Closing Date date of the Borrowing of such Loan, but for such prepayment or requirement to prepay (with respect to any Delayed Draw Notes prepaid or required to be prepaidand, for the avoidance of doubt, assuming that such Loans remained outstanding until such second (2nd) anniversary), as determined by the Make-Whole Amount with respect to such prepaymentAdministrative Agent (which determination shall be accepted by the Borrower in the absence of manifest error), (ii) with respect to any prepayment paid or required to be paid on or after the second anniversary, (2nd) anniversary of the date of the Borrowing of such Loan but before on or prior to the third anniversary, in each case (3rd) anniversary of the Closing Date date of the Borrowing of such Loan, seven and one-half percent (with respect to any Initial Notes prepaid or required to be prepaid7.50%) or the Delayed Draw Note Closing Date (with respect to any Delayed Draw Notes prepaid or required to be prepaid), 2.00% of the principal amount of the Notes such Loan that is prepaid or required to be prepaid, (iii) with respect to any prepayment paid or required to be paid on or after the third anniversary, (3rd) anniversary of the date of the Borrowing of such Loan but before on or prior to the fourth anniversary, in each case (4th) anniversary of the Closing Date date of the Borrowing of such Loan, five percent (with respect to any Initial Notes prepaid or required to be prepaid5%) or the Delayed Draw Note Closing Date (with respect to any Delayed Draw Notes prepaid or required to be prepaid), 1.00% of the principal amount of the Notes such Loan that is prepaid CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. or required to be prepaid, prepaid and (iv) with respect to any prepayment paid or required to be prepaid thereafterpaid after the fourth (4th) anniversary of the date of the Borrowing of such Loan but prior to the fifth (5th) anniversary of the date of the Borrowing of such Loan, as applicable, 0.00% two and one-half percent (2.50%) of the principal amount of the Notes such Loan that is prepaid or required to be prepaid.