All sales, use, transfer, gains, stamp, duties, recording, and similar Taxes (collectively, “Transfer Taxes”) incurred in connection with the Contribution and the transfer of Dropdown Aggregate Value pursuant thereto shall be borne equally by PBF Energy and the Partnership.
Aggregate Value means, with respect to any block of Equity Stock, the sum of the products of (i) the number of shares of each class of Equity Stock within such block multiplied by (ii) the corresponding Market Price of one share of Equity Stock of such class.
Available Aggregate Commitment means, at any time, the Aggregate Commitment then in effect minus the Aggregate Outstanding Credit Exposure at such time.
Aggregate Funded Spread means, as of any date, the sum of:
Broken Amount means, in respect of any Interest Payment Date, the amount specified in the relevant Final Terms.
Excess Aggregate Contributions means, with respect to any Plan Year, the excess of:
Quarterly Excess Available Funds Percentage means, with respect to the July 2008 Transfer Date and each Transfer Date thereafter, the percentage equivalent of a fraction the numerator of which is the sum of the Excess Available Funds Percentages with respect to the immediately preceding three Monthly Periods and the denominator of which is three.
Aggregate Loan Group Balance As to any Loan Group and as of any date of determination, will be equal to the aggregate of the Stated Principal Balances of the Mortgage Loans in that Loan Group, except as otherwise provided, as of the last day of the related Collection Period.
Maximum Aggregate Purchase Price has the meaning assigned to such term in the Pricing Side Letter.
Excess Available Funds Percentage means, with respect to any Transfer Date, the amount, if any, by which the Portfolio Yield for the preceding Monthly Period exceeds the Base Rate for such Monthly Period.
Baseline Value for each of the Company and the Peer Companies means the dollar amount representing the average of the Fair Market Value of one share of common stock of such company over the five consecutive trading days ending on, and including, the Effective Date.
Aggregate Outstanding Loan Balance means on any day, the sum of the Outstanding Loan Balances of all Eligible Loans included as part of the Collateral on such date.
Step-Down Amount means, with respect to any Distribution Date, the excess, if any, of (x) the Required Pro Forma Note Balance over (y) the Pro Forma Note Balance on such Distribution Date, calculated for this purpose only without deduction for any Step-Down Amount (i.e., assuming that the entire amount described in clause (x) of the definition of “Principal Distributable Amount” is distributed as principal on the Notes); provided, however, that the Step-Down Amount in no event may exceed the amount that would reduce the positive difference, if any, of (i) the Pool Balance minus (ii) the Pro Forma Note Balance, to an amount less than 0.50% of the initial aggregate principal balance of the Receivables.
Reference Amount In relation to (a) any Term Obligation, the Outstanding Principal Amount thereof and (b) any Committed Obligation, the Commitment Amount thereof. Utilization Amount: In relation to any Calculation Period, the daily average of the Portfolio Notional Funded Amount during such Calculation Period. Maximum Portfolio Notional Amount: USD750,000,000, or such greater amount as the parties may agree to in writing. Minimum Portfolio Notional Amount: 80% of the Maximum Portfolio Notional Amount. Business Day: New York Business Day Convention: Following (which shall apply to any date specified herein for the making of any payment or determination or the taking of any action which falls on a day that is not a Business Day). If any anniversary date specified herein would fall on a day on which there is no corresponding day in the relevant calendar month, then such anniversary date shall be the last day of such calendar month. Floating Rate Index: Whenever in this Confirmation reference is made to any Floating Rate Option (including any floating rate index specified in any Reference Obligation Credit Agreement) or to USD-LIBOR-BBA (each, a "Floating Rate Index"), in no event may such Floating Rate Index be less than zero. In addition, with respect to any Counterparty First Floating Amount, if payment of interest on a Reference Obligation (or any portion thereof) is subject to the payment of a specified minimum rate regardless of the level of the relevant Floating Rate Index, then, without limiting the effect of the preceding sentence, such Floating Rate Index will be determined without regard to such specified minimum rate. Monthly Period: Each period from and including the 12th day of any calendar month to but excluding the same day of the immediately succeeding calendar month. Calculation Agent: Citibank; provided that, if an Event of Default described in Section 5(a)(vii) occurs with respect to Citibank as Defaulting Party and no Event of Default has occurred with respect to Counterparty as Defaulting Party, then Counterparty may designate any of Bank of America, NA, The Bank of Montreal, Barclays Bank plc, Canadian Imperial Bank of Commerce, Credit Suisse, Deutsche Bank AG, JPMorgan Chase Bank, N.A., UBS AG and Xxxxx Fargo Bank, National Association as Calculation Agent, which designation shall be effective only (a) if such designated entity accepts such appointment and agrees to perform the duties of the Calculation Agent hereunder and (b) so long as such Event of Default with respect to Citibank as Defaulting Party continues. Unless otherwise specified, the Calculation Agent shall make all determinations, calculation s and adjustments required pursuant to this Confirmation in good faith and on a commercially reasonable basis. Calculation Agent City: New York Initial Price: In relation to any Reference Obligation (and the related Transaction), the Initial Price specified in Annex I. The Initial Price will be determined as of the related Obligation Trade Date exclusive of accrued interest and will be expressed as a percentage of the Reference Amount. The Initial Price will be determined exclusive of Costs of Assignment that would be incurred by a buyer in connection with any purchase of the Reference Obligation and exclusive of any Delay Compensation.
Aggregate Collateral Balance means, as at any Measurement Date, the amount equal to the aggregate of the following amounts, as at such Measurement Date:
Maximum Revolving Advance Amount means $25,000,000.
Aggregate Outstanding Amount With respect to any of the Notes as of any date, the aggregate unpaid principal amount of such Notes Outstanding on such date.
Available Excluded Contribution Amount means the aggregate amount of Cash or Cash Equivalents or the fair market value of other assets (as determined by the Borrower in good faith, but excluding any Cure Amount) received (or deemed received) by the Borrower or any of its Restricted Subsidiaries after the Closing Date from:
Average Contribution Percentage means the average of the Contribution Percentages of the Eligible Participants in a group.
Adjusted Pool Amount (PO Portion) With respect to any Distribution Date and Loan Group, the sum of the amounts, calculated as follows, with respect to all Outstanding Mortgage Loans of such Loan Group: the product of (i) the PO Percentage for each such Mortgage Loan and (ii) the remainder of (A) the Cut-off Date Principal Balance of such Mortgage Loan minus (B) the sum of (x) all amounts in respect of principal received in respect of such Mortgage Loan (including, without limitation, amounts received as Monthly Payments, Periodic Advances, Principal Prepayments, Liquidation Proceeds and Substitution Adjustment Amounts) and distributed to Holders of the Certificates of the Related Group on such Distribution Date and all prior Distribution Dates and (y) the principal portion of any Realized Loss (other than a Debt Service Reduction) incurred on such Mortgage Loan from the Cut-off Date through the end of the month preceding such Distribution Date.
Reference Value means the last reported sales price of the Ordinary Shares for any twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is given.
Advance Amount means with respect to Class A Advances, the Class A Advance Amount and, with respect to Class B Advances, the Class B Advance Amount.
Aggregate Excess Funding Amount of a Non-Funding Lender shall be the aggregate amount of all unpaid obligations owing by such Lender to Agent and other Lenders under the Loan Documents, including such Lender’s Ratable Share of Loans.
Quarterly Excess Spread Percentage means, with respect to the August 2008 Distribution Date and each Distribution Date thereafter, the percentage equivalent of a fraction the numerator of which is the sum of the Excess Spread Percentages with respect to the immediately preceding three Monthly Periods and the denominator of which is three.
Balance Amount shall have the meaning set forth in Section 8.1 of this Agreement.
Note Value means, with respect to any day, the present value of the unpaid Scheduled Payments on the Receivables, discounted at an annual rate equal to 4.00%. For purposes of calculating Note Value, in the case of a defaulted Receivable: (a) prior to the time at which such defaulted Receivable becomes a Repossessed Receivable or a 180-day Receivable, the Scheduled Payments on such Receivable will be computed based on the amounts that would have been the Scheduled Payments had such default not occurred; (b) at the earlier of the time at which such defaulted Receivable becomes a Repossessed Receivable or a 180-day Receivable, the amount added to the Note Value with respect to such Receivable will be the estimated realizable value of such Receivable, as determined by the Servicer in accordance with its normal servicing procedures and (c) after the time such defaulted Receivable becomes a Liquidated Receivable, and after the payment of a Purchase Amount in respect of a Purchased Receivable, there shall be deemed to be no Scheduled Payments due on such Receivable.
Aggregate Revolver Outstandings means, at any date of determination: the sum of (a) the unpaid balance of Revolving Loans, (b) the aggregate amount of Pending Revolving Loans, (c) one hundred percent (100%) of the aggregate undrawn face amount of all outstanding Letters of Credit, and (d) the aggregate amount of any unpaid reimbursement obligations in respect of Letters of Credit.