Makewhole Amount Sample Clauses

Makewhole Amount. Any prepayment of the Term Loan by Borrower (i) pursuant to Section 2.2(c) or (ii) as a result of the acceleration of the maturity of the Term Loan pursuant to Section 8.1(a) occurring prior to the 24th-month anniversary of the Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Makewhole Amount.

Makewhole Amount. (i) Any prepayment of the Tranche A Loan by Borrower (A) pursuant to Section 2.2(c)(i) or Section 2.2(c)(ii), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 2nd-year anniversary of the Tranche A Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche A Makewhole Amount. (ii) Any prepayment of the Tranche B Loan by Borrower (A) pursuant to Section 2.2(c)(i) or Section 2.2(c)(ii), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 2nd-year anniversary of the Tranche B Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche B Makewhole Amount.

Makewhole Amount. (i) Any prepayment of the Tranche A Loan by B▇▇▇▇▇▇▇ (A) pursuant to Section 2.2(c) or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 3rd-year anniversary of the Tranche A Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche A Makewhole Amount. (ii) Any prepayment of the Tranche B Loan by B▇▇▇▇▇▇▇ (A) pursuant to Section 2.2(c), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 3rd-year anniversary of the Tranche B Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche B Makewhole Amount.

Makewhole Amount. Any prepayment of the Tranche A Term Loans in accordance with the Tranche A Term Loan Notes by Borrower (A) pursuant to Section 2.2(c)(i) or Section 2.2(c)(ii), or (B) as a result of the acceleration of the maturity of the Tranche A Term Loans pursuant to Section 8.1(a), in each case occurring prior to in the case of the Tranche A Term Loans, the 2nd-year anniversary of the Tranche A Closing Date, shall, in any such case, be accompanied by payment of an amount (the “Makewhole Amount”) equal to the sum of all required interest payments that would have accrued and been payable from the date of such prepayment or acceleration (assuming a 360 day year and actual days elapsed) through the 2nd-year anniversary of the Tranche A Closing Date on the amount of principal of the Tranche A Term Loan Notes that are prepaid or accelerated, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties hereto as to a reasonable calculation of each applicable Lender’s lost profits as a result of any such prepayment of the Tranche A Term Loans (taking into account any Prepayment Premium which may also be due and payable as a result of any such prepayment).

Makewhole Amount. (i) Any prepayment of the Tranche A Loan by Borrower (i) pursuant to Section 2.2(c)(i) or Section 2.2(c)(ii), or (ii) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 36th-month anniversary of the Tranche A Closing Date shall, in any such case, be accompanied by payment of an amount equal to the greater of (x) the Tranche A Makewhole Amount and (y) the Tranche A Prepayment Premium. (ii) Any prepayment of the Tranche B Loan by Borrower (i) pursuant to Section 2.2(c)(i) or Section 2.2(c)(ii), or (ii) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 36th-month anniversary of the Tranche B Closing Date shall, in any such case, be accompanied by payment of an amount equal to the greater of (x) the Tranche B Makewhole Amount and (y) the Tranche B Prepayment Premium. (iii) Any prepayment of the Tranche C Loan by Borrower (i) pursuant to Section 2.2(c)(i) or Section 2.2(c)(ii), or (ii) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 36th-month anniversary of the Tranche C Closing Date shall, in any such case, be accompanied by payment of an amount equal to the greater of (x) the Tranche C Makewhole Amount and (y) the Tranche C Prepayment Premium.

Makewhole Amount. (i) Any prepayment of the Tranche A Loan by ▇▇▇▇▇▇▇▇ (A) pursuant to Section 2.2(c), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 2nd-year anniversary of the Tranche A Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche A Makewhole Amount; provided, however, that if the Tranche D Approval Condition is satisfied prior to the 2nd-year anniversary of the Tranche A Closing Date, then any such prepayment of the Tranche A Loan by Borrower occurring prior to the 3rd-year anniversary of the Tranche A Closing Date shall be accompanied by payment of an amount equal to the Tranche A Makewhole Amount; provided, further, that if the Tranche D Approval Condition is satisfied on or after the 2nd-year anniversary of the Tranche A Closing Date, then any prepayment of the Tranche A Loan occurring prior to the one-year anniversary of the date on which the Tranche D Approval Condition is satisfied shall be accompanied by payment of an amount equal to the Tranche A Makewhole Amount. (ii) Any prepayment of the Tranche B Loan by ▇▇▇▇▇▇▇▇ (A) pursuant to Section 2.2(c), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 2nd-year anniversary of the Tranche B Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche B Makewhole Amount; provided, however, that if the Tranche D Approval Condition is satisfied prior to the 2nd-year anniversary of the Tranche B Closing Date, then any such prepayment of the Tranche B Loan by Borrower occurring prior to the 3rd-year anniversary of the Tranche B Closing Date shall be accompanied by payment of an amount equal to the Tranche B Makewhole Amount; provided, further, that if the Tranche D Approval Condition is satisfied on or after the 2nd-year anniversary of the Tranche B Closing Date, then any prepayment of the Tranche B Loan occurring prior to the one-year anniversary of the date on which the Tranche D Approval Condition is satisfied shall be accompanied by payment of an amount equal to the Tranche B Makewhole Amount. (iii) Any (A) prepayment of the Tranche C Loan by ▇▇▇▇▇▇▇▇ (i) pursuant to Section 2.2(c), or (ii) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in either case occurring prior to the 2nd-year anniversary of the Tranche C ...

Makewhole Amount. (i) Any prepayment of the Tranche A Term Loans by Borrower (A) pursuant to Section 2.2(c), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a) or as provided in the proviso in the definition of Term Loan Maturity Date, in each case occurring prior to the 3rd-year anniversary of the Tranche B Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche A Makewhole Amount. (ii) Any prepayment of the Tranche B Term Loans by Borrower (A) pursuant to Section 2.2(c), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a) or as provided in the proviso in the definition of Term Loan Maturity Date, in each case occurring prior to the 3rd-year anniversary of the Tranche B Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche B Makewhole Amount.

Makewhole 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 MakeWhole Amount may in no event be less than zero. For the purposes of determining the MakeWhole Amount, the following terms have the following meanings:

Makewhole Amount. Any prepayment of the Term Loans by Borrower (A) pursuant to Section 2.2(c)(i) or Section 2.2(c)(ii) or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case, occurring prior to the 2nd-year anniversary of the Closing Date, shall be accompanied by payment of an amount equal to the Makewhole Amount; provided, however, that, notwithstanding the foregoing, no payment of the Makewhole Amount shall be applicable to any prepayment of the Term Loans by Borrower pursuant to Section 2.2(c)(i) occurring prior to the 2nd-year anniversary of the Closing Date that is an Equity Proceeds Prepayment. For the avoidance of doubt, any prepayment of the Term Loans by Borrower pursuant to Section 2.2(c)(ii) or as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a) occurring prior to the 2nd-year anniversary of the Closing Date that is an Equity Proceeds Prepayment shall be accompanied by payment of an amount equal to the Makewhole Amount.