Call Protection. (i) In the event that, prior to the fourth (4th) anniversary of the Closing Date, the Loan Parties (i) prepay any Tranche B Loans (other than pursuant to Section 2.06(c)(i), 2.06(c)(iii), 2.06(c)(iv) or, for the avoidance of doubt, 2.05(a)) or (ii) effect any Repricing Amendment (including, for avoidance of doubt, pursuant to Section 2.18), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (A) in the case of clause (i), a prepayment premium equal to the Makewhole Amount or to the percentage set forth below opposite the date of such prepayment of the aggregate principal amount of the Tranche B Loans so prepaid, as applicable, and (B) in the case of clause (ii), a fee equal to the Makewhole Amount or to the percentage set forth below opposite the date of the effectiveness of such Repricing Amendment of the aggregate principal amount of the Tranche B Loans subject to such Repricing Amendment, as applicable, and in each case of clauses (A) or (B), such premium or fee, as the case may be, shall be payable whether such prepayment or Repricing Amendment, as the case may be, occurs before, during or after an Event of Default has occurred and is continuing or an acceleration of Term Loans has occurred: Period Premium/Fee Prior to December 15, 2017 Makewhole Amount December 15, 2017 through December 14, 2018 3.00% (ii) With respect to any prepayments of Tranche B Loans pursuant to Section 2.06(c)(i) on account of Asset Dispositions by the Borrower and/or any of its Subsidiaries that occur on or after the Closing Date, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, a prepayment premium equal to two percent (2.0%) of the aggregate principal amount of the Tranche B Loans so prepaid, and such premium shall be payable whether such prepayment occurs before, during or after an Event of Default has occurred and is continuing or an acceleration of Term Loans has occurred, provided that no such premium shall be payable to the extent the aggregate principal amount of Tranche B Loans so prepaid exceeds the Asset Disposition Prepayment Amount (it being understood that in connection with any such prepayment of Tranche B Loans that would result in such excess, only the portion of such prepayment that would not result in such excess shall be subject to such premium).
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Call Protection. (i) In the event that, at any time prior to the fourth (4th) anniversary of the Closing Tranche B Maturity Date, the Loan Parties shall (i) prepay any Tranche B Loans (other than pursuant to Section 2.06(c)(i) (solely to the extent such prepayment is made on account of one or more Designated Asset Dispositions permitted pursuant to Section 6.04(h) and does not result in the aggregate principal amount of the Tranche B Loans outstanding after giving effect to such prepayment to be less than $88,000,000), 2.06(c)(iii), Section 2.06(c)(iv) or, for the avoidance of doubt, Section 2.05(a) or 2.05(b)) or or
(ii) effect any Repricing Amendment (including, for the avoidance of doubt, pursuant to Section 2.18), and, in each case, no Event of Default shall have occurred and be continuing immediately after giving effect to such prepayment, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable LendersLender, (A) in the case of clause (i)) above, a prepayment premium equal to the Makewhole Amount or plus the Repayment Fee Percentage, in each case, with respect to the percentage set forth below opposite the date of such prepayment of the aggregate principal amount of the Tranche B Loans so prepaid, as applicableprovided that, and (B) notwithstanding the foregoing, in the case of clause any prepayment of Tranche B Loans under Section 2.06(b) made after the Second Amendment Effective Date (ii), a fee equal to but only so long as (1) the Makewhole Amount or to aggregate principal amount of Tranche B Loans so prepaid shall not exceed the percentage set forth below opposite the date lesser of the effectiveness of such Repricing Amendment of Retained Net Proceeds and the Retained Net Proceeds Cap and (2) the aggregate principal amount of the Tranche B Loans subject outstanding after giving effect to such Repricing Amendment, as applicable, and in each case of clauses (Aprepayment under Section 2.06(b) or (Bshall not be less than $88,000,000), such premium or fee, as the case may be, shall be payable whether such prepayment or Repricing Amendment, as the case may be, occurs before, during or after an Event of Default has occurred and is continuing or an acceleration of Term Loans has occurred: Period Premium/Fee Prior to December 15, 2017 Makewhole Amount December 15, 2017 through December 14, 2018 3.00%
(ii) With respect to any prepayments of Tranche B Loans pursuant to Section 2.06(c)(i) on account of Asset Dispositions by the Borrower and/or any of its Subsidiaries that occur on or after the Closing Date, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, a prepayment premium shall equal to two percent (2.0%) 2.00% of the aggregate principal amount of the Tranche B Loans so prepaid, and such premium shall be payable whether such prepayment occurs before(B) in the case of clause (ii) above, during or after an Event of Default has occurred and is continuing or an acceleration of Term Loans has occurred, provided that no such premium shall be payable a fee equal to the extent Makewhole Amount plus the Repayment Fee Percentage, in each case, with respect to the aggregate principal amount of the Tranche B Loans so prepaid exceeds the Asset Disposition Prepayment Amount (it being understood that in connection with any such prepayment of Tranche B Loans that would result in such excess, only the portion of such prepayment that would not result in such excess shall be subject to such premiumRepricing Amendment (such premium or fee referred to in clauses (A) and (B), the “Prepayment Premium”).
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Call Protection. (i) In the event that, atAt any time prior to the fourth (4th) anniversary of Tranche B Maturityon or after the Closing Sixth Amendment Funding Date, in the event that the Loan Parties shall (iiA) prepay any Tranche B Loans (other than pursuant to Section 2.06(c)(i) (solely to the extent such prepayment is made on account of one or more Designated Asset Dispositions permitted pursuant to Section 6.04(h) and does not result in the aggregate principal amount of the Tranche B Loans outstanding after giving effect to such prepayment to be less than $88,000,000), 2.06(c)(iii), Section 2.06(c)(iv) or, for the avoidance of doubt, Section 2.05(a) or 2.05(b)) or (iiiior (B) effect any Repricing Amendment (including, for the avoidance of doubt, pursuant to Section 2.18), and, in each case, no Event of Default shall have occurred and be continuing immediately after giving effect to such prepayment, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable LendersLender, (AAx) in the case of clause (i)iA) above, a prepayment premium equal to the Makewhole Amount or plus the Repayment Fee Percentage, in each case, with respect to the percentage set forth below opposite aggregate principal amount of the date Tranche B Loans so prepaid, provided that, notwithstanding the foregoing, in the case of any prepayment of Tranche B Loans under Section 2.06(b) made after the Second Amendment Effective Date (but only so long as (1) the aggregate principal amount of Tranche B Loans so prepaid shall not exceed the lesser of the Retained Net Proceeds and the Retained Net Proceeds Cap and (2) the aggregate principal amount of the Tranche B Loans outstanding after giving effect to such prepayment under Section 2.06(b) shall not be less than $88,000,000), the prepayment premium shall equal to 2.00% of the aggregate principal amount of the Tranche B Loans so prepaid, as applicable, and (BBand (y) in the case of clause (ii)iiB) above, a fee equal to the Makewhole Amount or plus the Repayment Fee Percentage, in each case, with respect to the percentage set forth below opposite the date of the effectiveness of such Repricing Amendment of the aggregate principal amount of the Tranche B Loans subject to such Repricing AmendmentAmendment (such premium or fee referred to in clauses (Ax) and (B)y), as applicable, and in each case of clauses (A) or (Bthe “PrepaymentRepayment Premium”), such premium or fee, as the case may be, shall be payable whether such prepayment or Repricing Amendment, as the case may be, occurs before, during or after an Event of Default has occurred and is continuing or an acceleration of Term Loans has occurred: Period Premium/Fee Prior to December 15, 2017 Makewhole Amount December 15, 2017 through December 14, 2018 3.00%.
(ii) With respect to any prepayments of Tranche B Loans pursuant to Section 2.06(c)(i) solely to the extent such prepayment is made on account of one or more Designated Asset Dispositions permitted by Section 6.04(h), and, in each case, such prepayment does not result in the Borrower and/or any aggregate principal amount of its Subsidiaries that Tranche B Loans outstanding after giving effect to such prepayment to be less than $88,000,000 and does not occur on or at time when an Event of Default shall have occurred and be continuing immediately after the Closing Dategiving effect to such prepayment, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable LendersLender, a prepayment premium equal to two percent (2.0%) 2.00% of the aggregate principal amount of the Tranche B Loans so prepaidprepaid (such premium, the “Asset Sale Prepayment Premium”).[Reserved.]
(iii) Without limiting the generality of the foregoing and such premium shall be payable whether such prepayment occurs beforenotwithstanding anything to the contrary in this Agreement or any other Loan Document, during or after it is understood and agreed that if (x) an Event of Default has shall have occurred and is be continuing immediately after giving effect to any prepayment of Tranche B Loans, whether in whole or an in part, made after the Second Amendment Effective Date or (y) the Tranche B Loans are accelerated (including, without limitation, as the result of (x) failure to pay the outstanding Obligations (including, without limitation, any Repayment Fee) on the Tranche B Maturity Date or (y) the occurrence of any Event of Default or the commencement of any Insolvency Proceeding, whether pursuant to Section 7.02 or 7.03, by operation of law or otherwise), a fee equal to the Makewhole Amount plus the Repayment Fee Percentage, in each case, with respect to the aggregate principal amount of the Tranche B Loans subject to such prepayment (determined in the case of acceleration,outstanding on the date of the acceleration of Term Loans has occurred, provided will also be due and payable (it being agreed that no such premium the Makewhole Amount shall be payable to determined as of the extent date of acceleration as if the aggregate principal amount of Tranche B Loans so then outstanding were voluntarily prepaid exceeds or repaid on such date under Section 2.06(b) (but, in the Asset Disposition Prepayment Amount case of any portion of such fee attributable to the definition of “Makewhole Amount”, determined disregarding any interest payments hereunder that are actually made by the Borrower after such date of acceleration), will also be due and payable and, in the case of acceleration, will be treated and deemed as though the Tranche B Loans were voluntary prepaid as of such date under Section 2.06(b) and shall constitute part of the Obligations for all purposes hereof (the prepaymentforegoing fee payable under this clause (f)(iii), the “Default PrepaymentRepayment Premium”), it being understood and agreed that the Default PrepaymentRepayment Premium shall be without duplication of any amounts payable under clause (f)(i)or (f)(ii) above. The Default PrepaymentRepayment Premium payable in connection accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as a result of the early termination, and the Loan Parties agree that it is reasonable under the circumstances currently existing on the date of the Second Amendment and the date of the Sixth Amendment, and will be payable notwithstanding the satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement, defeasance or compromise of any such prepayment of the Tranche B Loans in any Insolvency Proceeding, any foreclosure (whether by power of judicial proceeding or otherwise) or deed in lieu of foreclosure or the making of a distribution of any kind in any Insolvency Proceeding. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE DEFAULT PREPAYMENTREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Loan Parties expressly agree that would result in such excess(A) the Default PrepaymentRepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, only ably represented by counsel, (B) the portion of such prepayment that would not result in such excess Default PrepaymentRepayment Premium shall be subject payable notwithstanding the then prevailing market rates at the time payment is made, (C) there has been a course of conduct between Lenders and the Loan Parties giving specific consideration in this transaction and the transactions contemplated by the Second Amendment for such agreement to such premiumpay the Default PrepaymentRepayment Premium, and (D) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.06(f)(iii).
(iv) For the avoidance of doubt and notwithstanding anything to the contrary herein or in any other Loan Document, the proceeds of any Asset Disposition (including any Designated Asset Disposition) shall not be included in the definition of Consolidated EBITDA, Consolidated Net Income or Excess Cash Flow for any purposes hereunder or any other Loan Document.
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Call Protection. (i) In the event that, at any time prior to the fourth (4th) anniversary of the Closing Tranche B Maturity Date, the Loan Parties shall (i) prepay any Tranche B Loans (other than pursuant to Section 2.06(c)(i) (solely to the extent such prepayment is made on account of one or more Designated Asset Dispositions permitted pursuant to Section 6.04(h) and does not result in the aggregate principal amount of the Tranche B Loans outstanding after giving effect to such prepayment to be less than $88,000,000), 2.06(c)(iii), Section 2.06(c)(iv) or, for the avoidance of doubt, Section 2.05(a) or 2.05(b)) or (ii) effect any Repricing Amendment (including, for the avoidance of doubt, pursuant to Section 2.18), and, in each case, no Event of Default shall have occurred and be continuing immediately after giving effect to such prepayment, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable LendersLender, (A) in the case of clause (i)) above, a prepayment premium equal to the Makewhole Amount or plus the Repayment Fee Percentage, in each case, with respect to the percentage set forth below opposite aggregate principal amount of the date Tranche B Loans so prepaid, provided that, notwithstanding the foregoing, in the case of any prepayment of Tranche B Loans under Section 2.06(b) made after the Second Amendment Effective Date (but only so long as (1) the aggregate principal amount of Tranche B Loans so prepaid shall not exceed the lesser of the Retained Net Proceeds and the Retained Net Proceeds Cap and (2) the aggregate principal amount of the Tranche B Loans outstanding after giving effect to such prepayment under Section 2.06(b) shall not be less than $88,000,000), the prepayment premium shall equal to 2.00% of the aggregate principal amount of the Tranche B Loans so prepaid, as applicable, and (B) in the case of clause (ii)) above, a fee equal to the Makewhole Amount or plus the Repayment Fee Percentage, in each case, with respect to the percentage set forth below opposite the date of the effectiveness of such Repricing Amendment of the aggregate principal amount of the Tranche B Loans subject to such Repricing Amendment, as applicable, and Amendment (such premium or fee referred to in each case of clauses (A) or and (B), such premium or fee, as the case may be, shall be payable whether such prepayment or Repricing Amendment, as the case may be, occurs before, during or after an Event of Default has occurred and is continuing or an acceleration of Term Loans has occurred: Period “Prepayment Premium/Fee Prior to December 15, 2017 Makewhole Amount December 15, 2017 through December 14, 2018 3.00%”).
(ii) With respect to any prepayments of Tranche B Loans pursuant to Section 2.06(c)(i) solely to the extent such prepayment is made on account of one or more Designated Asset Dispositions permitted by Section 6.04(h), and, in each case, such prepayment does not result in the Borrower and/or any aggregate principal amount of its Subsidiaries that Tranche B Loans outstanding after giving effect to such prepayment to be less than $88,000,000 and does not occur on or at time when an Event of Default shall have occurred and be continuing immediately after the Closing Dategiving effect to such prepayment, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable LendersLender, a prepayment premium equal to two percent (2.0%) 2.00% of the aggregate principal amount of the Tranche B Loans so prepaidprepaid (such premium, the “Asset Sale Prepayment Premium”).
(iii) Without limiting the generality of the foregoing and such premium shall be payable whether such prepayment occurs beforenotwithstanding anything to the contrary in this Agreement or any other Loan Document, during or after it is understood and agreed that if (x) an Event of Default has shall have occurred and is be continuing immediately after giving effect to any prepayment of Tranche B Loans, whether in whole or an acceleration in part, made after the Second Amendment Effective Date or (y) the Tranche B Loans are accelerated (including, without limitation, as the result of Term Loans has occurredthe occurrence of any Event of Default or the commencement of any Insolvency Proceeding, provided that no such premium shall be payable whether pursuant to Section 7.02 or 7.03, by operation of law or otherwise), a fee equal to the extent Makewhole Amount plus the Repayment Fee Percentage, in each case, with respect to the aggregate principal amount of the Tranche B Loans subject to such prepayment (determined in the case of acceleration, as of the date of acceleration as if the aggregate principal amount of Tranche B Loans so then outstanding were voluntarily prepaid exceeds on such date under Section 2.06(b) (but, in the Asset Disposition case of any portion of such fee attributable to the definition of “Makewhole Amount”, determined disregarding any interest payments hereunder that are actually made by the Borrower after such date of acceleration), will also be due and payable and, in the case of acceleration, will be treated and deemed as though the Tranche B Loans were voluntary prepaid as of such date under Section 2.06(b) and shall constitute part of the Obligations for all purposes hereof (the prepayment fee payable under this clause (f)(iii), the “Default Prepayment Amount (Premium”), it being understood and agreed that the Default Prepayment Premium shall be without duplication of any amounts payable under clause (f)(i) or (f)(ii) above. The Default Prepayment Premium payable in connection accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as a result of the early termination, and the Loan Parties agree that it is reasonable under the circumstances currently existing, and will be payable notwithstanding the satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement, defeasance or compromise of any such prepayment of the Tranche B Loans in any Insolvency Proceeding, any foreclosure (whether by power of judicial proceeding or otherwise) or deed in lieu of foreclosure or the making of a distribution of any kind in any Insolvency Proceeding. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE DEFAULT PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Loan Parties expressly agree that would result in such excess(A) the Default Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, only ably represented by counsel, (B) the portion of such prepayment that would not result in such excess Default Prepayment Premium shall be subject payable notwithstanding the then prevailing market rates at the time payment is made, (C) there has been a course of conduct between Lenders and the Loan Parties giving specific consideration in this transaction and the transactions contemplated by the Second Amendment for such agreement to such premiumpay the Default Prepayment Premium, and (D) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.06(f)(iii).
(iv) For the avoidance of doubt and notwithstanding anything to the contrary herein or in any other Loan Document, the proceeds of any Asset Disposition (including any Designated Asset Disposition) shall not be included in the definition of Consolidated EBITDA, Consolidated Net Income or Excess Cash Flow for any purposes hereunder or any other Loan Document.”
(h) Section 6.01(g) of the Credit Agreement is hereby amended and restated in its entirety as follows:
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