Make-Whole Amount Clause Samples

Make-Whole Amount. (a) Make-Whole Amount with respect to Non-Swapped Notes.

Make-Whole Amount. (a) Make-Whole Amount with respect to Non-Swapped Notes. The term “Make-Whole Amount” means, with respect to any Non-Swapped Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Non-Swapped Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount with respect to any Non-Swapped Note, the following terms have the following meanings:

Make-Whole Amount. If a Change in Control occurs prior to October 20, 2011 as a result of a transaction or event described in clauses (1) or (2) of the definition of Change in Control and a Holder elects to exchange its Notes in connection with such Change in Control pursuant to Section 2.11(d), the Operating Partnership shall increase the applicable Exchange Rate for such Notes surrendered for exchange by a number of additional Company Common Shares (the “Additional Shares”) as specified below. An exchange of Notes shall be deemed for these purposes to be “in connection with” such a Change in Control if the notice of exchange of the Notes is received by the Exchange Agent on any date from and including the date that is the Effective Date (as defined below) of such Change in Control up to and including the 30th Business Day following the Effective Date of such Change in Control. The number of Additional Shares shall be determined by reference to the table below and is based on the date on which such Change in Control transaction becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid per Company Common Share in such Change in Control transaction. If holders of Company Common Shares receive only cash in a Change in Control transaction described in clause (1) of the definition of such term, the Stock Price shall be the cash amount paid per Company Common Share. In all other cases, the Stock Price shall be the average of the Closing Sale Prices of Company Common Shares on the 10 consecutive Trading Days up to but excluding the Effective Date. The Stock Prices set forth in the first row of the table (i.e., the column headers) shall be adjusted as of any date on which the Exchange Rate of the Notes is adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Exchange Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Exchange Rate as so adjusted. In addition, the number of Additional Shares shall be subject to adjustment in the same manner as the Exchange Rate in accordance with the provisions of Section 2.14 hereof. The following table sets forth the Stock Price and number of Additional Shares to be received per $1,000 principal amount of Notes: October 4, 2006 5.0813 2.1779 1.1900 0.6388 0.3329 0.1632 0.0681 0.0186 October 15, 2007 5.0813 2.1042 1.0901 0.5437 0.2547 0.1030 0.027...

Make-Whole Amount. 6 mandatory sinking fund payment.......................................

Make-Whole Amount. At the closing of such refunding, Owner Trustee shall pay, upon receipt of the same from Lessee (which Lessee shall pay as Supplemental Rent as a condition to the closing to the refunding transaction), to the Mortgagee for the account of each Note Holder, the Make-Whole Amount, if any, payable to such Note Holder under Section 2.11 of the Trust Indenture.

Make-Whole Amount. 8 Maturity ..................................................... 9

Make-Whole Amount. For purposes of Section 24.5 (Consolidation), the "Make Whole Amount" shall be equal to the sum of the following: (a) Seller's book value (including depreciation on a twenty-five (25) year straight line basis) of all actual verifiable costs of studies, designs, engineering, and construction of the Facility and all Interconnection Facilities (including any Company-Owned Interconnection Facilities paid for by Seller), including cancellation charges and other costs of unwinding construction and demobilization if the determination is made prior to the Commercial Operation Date, (b) Seller's book value of all actual verifiable costs and expenses acquiring real estate rights for the Facility and Interconnection Facilities, (c) Seller's book value of all actual verifiable costs and expenses incurred in obtaining Governmental Approvals, (d) Seller's book value of all actual verifiable costs of financing the Facility and the Interconnection Facilities, including fees and expenses of bankers, consultants and counsel, and any discounts or premiums paid in connection with any financing, (e) any actual verifiable costs of repaying any financing in connection with a sale, including prepayment penalties or premiums, make whole payments, minimum interest payments, breakage fees, payments on account of taxes, duties and other costs, and other costs of unwinding swaps or other ▇▇▇▇▇▇, (f) other breakage, make whole or indemnity payments arising as the result of Company's purchase of the Facility, (g) tax costs, including recapture of federal or state tax credits and payment of transfer taxes, and (h) interest on the foregoing amounts at annual rate equal to the Prime Rate plus two percent (2%) as in effect from time to time from the date incurred through the date of payment, with all such costs being demonstrated by Seller with support and verified by Company. The items described in clauses (e), (f) and (g) (and clause (h) to the extent applicable to clauses (e), (f) and/or (g)) are referred to as the "Financial Termination Costs". Attachment Q [RESERVED] ATTACHMENT R REQUIRED INSURANCE (See also Article 18 (Insurance))

Make-Whole Amount. In the event that Borrower prepays the outstanding principal balance of the Loan prior to the Maturity Date, Borrower shall pay an amount (the “Make-Whole Amount”), never less than zero, equal to, as calculated by Agent, the greater of (i) one percent (1%) of the outstanding principal which then bears interest at a fixed rate (the “Fixed Rate Amount”) being prepaid and (ii) the Yield Maintenance Amount. As used herein, the “Yield Maintenance Amount” shall mean the excess, if any, of (A) the sum of the net present values of each scheduled interest and principal payment of the Fixed Rate Amount, including, but not duplicating, the payment of the balance of the Loan (together with accrued interest thereon) on the Maturity Date, discounted to the date of the prepayment at an interest rate equal to the Replacement Treasury Yield over (B) the Fixed Rate Amount. As used herein, the term “Replacement Treasury Yield” shall mean the rate of interest equal to the then current annualized yield on securities issued by the United States Treasury having a maturity date most closely equivalent to the Maturity Date as published by the Federal Reserve System in its “Statistical Release H.15(519), Selected Interest Rates” under the caption “U.S. Government Securities Treasury Constant Maturities”, on the Friday immediately preceding the week in which the respective prepayment is to be made (or if not published on that day, then on the day preceding such Friday on which it is published). If the remaining term is less than one year, the Replacement Treasury Yield will equal the yield for 1-Year Treasuries. If the remaining term is 1-Year, 2-Year, etc., then the Replacement Treasury Yield will equal the yield for the Treasuries with a maturity equaling the remaining term. If the remaining term is longer than one year but does not equal one of the maturities being quoted, then the Replacement Treasury Yield will equal the yield for Treasuries with a maturity closest to but not exceeding the remaining term. Notwithstanding the foregoing, no Make Whole Amount shall apply if payment is made during the three (3) months prior to the Maturity Date.

Make-Whole Amount. The term “Make-Whole Amount” means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal; provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings: